AMERICAN CENTURY MUTUAL FUNDS INC
485BPOS, 1999-02-26
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                           FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     Pre-Effective Amendment No.                                      [ ]

     Post-Effective Amendment No. 83                                  [X]

                             and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]

     Amendment No. 83                                                 [X]

                        (Check appropriate box or boxes.)


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


                  4500 Main Street, Kansas City, MO 64141-6200
       _________________________________________________________________
               (Address of Principal Executive Offices) (Zip Code)


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


         William M. Lyons, 4500 Main Street, Kansas City, MO 64141-6200
       _________________________________________________________________
                     (Name and Address of Agent for Service)

           Approximate Date of Proposed Public Offering: March 1, 1999

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

     [ ] immediately upon filing pursuant to paragraph (b)
     [X] on March 1, 1999 pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] on (date) pursuant to paragraph (a)(1)
     [ ] 75 days after filing pursuant to paragraph (a)(2)
     [ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

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

- --------------------------------------------------------------------------------
<PAGE>
[front cover]

   
                               AMERICAN CENTURY

                                   Prospectus

                                                                    Growth Fund
                                                                     Ultra Fund
                                                                    Select Fund
                                                                     Vista Fund
                                                                  Heritage Fund
    

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

[left margin]

   
MARCH 1, 1999
INVESTOR CLASS

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

Distributed by Funds Distributor, Inc.


[inside front cover]

Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the funds and tracking  your
investments. Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

     *   The funds' primary investments and risks

     *   A description of who may or may not want to invest in the funds

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the funds' benchmarks

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:
        *  Growth                                *   Aggressive
        *  Growth and Income                     *   Moderate
        *  Income                                *   Conservative
        *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our  Investing  with  American   Century   brochure,   our  Investor   Relations
Representatives are available weekdays, 7 a.m. to 7 p.m., and Saturdays,  9 a.m.
to 2 p.m., Central time. Our toll-free number is 1-800-345-2021. We look forward
to helping you achieve your financial goals.

                                      Sincerely,

                                      /s/Mark Killen
                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.

[left margin]

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


                               American Century
                                  Investments

                                P.O. Box 419200
                                Kansas City, MO
                                  64141-6200


TABLE OF CONTENTS

An Overview of the Funds ..................................................    2
Fees and Expenses .........................................................    3
Information about the Funds ...............................................    4
     Growth Fund
     Ultra Fund
     Select Fund
     Vista Fund
     Heritage Fund
Management ................................................................    8
Investing with American Century ...........................................   12
Share Price and Distributions .............................................   16
Taxes .....................................................................   17
Multiple Class Information ................................................   18
Financial Highlights ......................................................   19
    
[left margin]

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

[graphic of hand with index  finger  pointing]  This symbol  highlights  special
information and helpful tips.


                          American Century Investments


AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT GOALS?

These funds seek long-term capital growth.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

   
The funds look for common stocks of growing companies. The basis of the strategy
used by these  funds is that,  over the long  term,  stocks  of  companies  with
earnings and revenue  growth have a greater  than average  chance to increase in
value over time. A more  detailed  description  of American  Century's  "growth"
investment style begins on page 4.

The funds' principal risks include
    

*  Market  Risk--The  value of a fund's  shares will go up and down based on the
   performance  of the  companies  whose  securities  it owns and other  factors
   affecting the securities market generally.

*  Price Volatility--The value of the funds' shares may fluctuate  significantly
   in the short term.

*  Principal  Loss--As with all mutual funds, if you sell your shares when their
   value is less than the price you paid, you will lose money.

WHO may WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking long-term capital growth from your investment

*  comfortable with the funds' short-term price volatility

*  comfortable with the risks associated with the funds' investment strategy

*  investing through an IRA or other tax-advantaged retirement plan

WHO may not WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  seeking current income from your investment

*  investing for a short period of time

*  uncomfortable with short-term volatility in the value of your investment

[left margin]

   
[graphic of hand with index finger pointing] An investment in the funds is not a
bank  deposit,  and it is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation (FDIC) or any other government agency.
    


2        American Century Investments                            1-800-345-2021


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

   
*  to exchange into the Investor Class shares of other American Century funds
    

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the funds.

ANNUAL OPERATING EXPENSES (expenses that are deducted from fund assets)

   
          Management    Distribution and      Other          Total Annual Fund
          Fee           Service (12b-1) Fees  Expenses(1)    Operating Expenses
- --------------------------------------------------------------------------------
Growth    1.00%         None                  0.00%          1.00%
- --------------------------------------------------------------------------------
Ultra     1.00%         None                  0.00%          1.00%
- --------------------------------------------------------------------------------
Select    1.00%         None                  0.00%          1.00%
- --------------------------------------------------------------------------------
Vista     1.00%         None                  0.00%          1.00%
- --------------------------------------------------------------------------------
Heritage  1.00%         None                  0.00%          1.00%
    

1 Other expenses,  which include the fees and expenses of the funds' independent
  directors, their legal counsel, interest and extraordinary expenses, were less
  than 0.005% for the most recent fiscal year.

EXAMPLE

   
The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

*  earn a 5% return each year

*  incur the same operating expenses as shown above

 . . . your cost of investing in the fund would be:

             1 year       3 years      5 years       10 years
- --------------------------------------------------------------------------------
Growth       $102         $318         $551          $1,219
- --------------------------------------------------------------------------------
Ultra        $102         $318         $551          $1,219
- --------------------------------------------------------------------------------
Select       $102         $318         $551          $1,219
- --------------------------------------------------------------------------------
Vista        $102         $318         $551          $1,219
- --------------------------------------------------------------------------------
Heritage     $102         $318         $551          $1,219
    

[left margin]

[graphic of hand with index  finger  pointing]  Use this  example to compare the
costs of investing in other funds. Of course, your actual costs may be higher or
lower.


     www.americancentury.com                   American Century Investments   3


INFORMATION ABOUT THE FUNDS

   
GROWTH FUND
ULTRA FUND
SELECT FUND
VISTA FUND
HERITAGE FUND
    

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek long-term capital growth.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

   
The fund managers  look for stocks of companies  that they believe will increase
in value over time,  using a growth  investment  strategy  developed by American
Century.  This strategy  looks for companies with earnings and revenues that are
not only growing, but growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies with  accelerating  earnings and revenues have a  greater-than-average
chance to increase in value.
    

The  managers  use a bottom-up  approach to select  stocks to buy for the funds.
That means they first look for strong,  growing  companies to invest in,  rather
than simply buying any company in a growing  industry or sector.  Using American
Century's extensive computer database,  the managers track financial information
for  thousands of companies to identify  trends in the  companies'  earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
accelerating growth, and to sell stocks of companies whose growth begins to slow
down.

Although most of the funds' assets will be invested in U.S. companies,  there is
no limit on the amount of assets the funds can invest in foreign companies. Most
of the funds' foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the funds' Statement of Additional Information

   
The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the funds  essentially  fully invested in stocks regardless of the movement
of stock prices  generally.  When the managers  believe that it is prudent,  the
funds may invest a portion of their assets in  convertible  securities,  foreign
securities, short-term instruments,  non-leveraged stock index futures contracts
and  other  similar  securities.  Stock  index  futures  contracts,  a  type  of
derivative  security,  can help the  funds'  cash  assets  remain  liquid  while
performing  more like  stocks.  The funds have a policy  governing  stock  index
futures and similar derivative securities to help manage the risk of these types
of investments.  For example,  the managers cannot leverage the funds' assets by
investing in a derivative  security.  A complete  description of the derivatives
policy is included in the Statement of Additional Information.
    

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

[left margin]

[graphic of hand with index finger pointing]  Accelerating  growth is shown, for
example,  by growth  that is faster this  quarter  than last or faster this year
than the year before.


4        American Century Investments                            1-800-345-2021


WHAT KINDS OF SECURITIES DO THE FUNDS BUY?

   
The funds will usually purchase common stocks of U.S. and foreign companies, but
they can  purchase  other types of  securities  as well,  such as  domestic  and
foreign preferred stocks, convertible securities,  equity equivalent securities,
notes,  bonds and other debt securities.  The funds limit their purchase of debt
securities to investment-grade obligations.
    

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

*  Growth, Ultra and Select generally invest in larger companies,  although they
   may  purchase  companies  of  any  size.  Companies  considered  to be  large
   generally have a MARKET CAPITALIZATION in excess of $5 billion.

   
*  Vista and Heritage  generally invest in medium-sized  and smaller  companies,
   although they may purchase companies of any size.  Companies considered to be
   medium sized generally have a market capitalization between $1 billion and $6
   billion,  and smaller companies generally have a market  capitalization below
   $1 billion.

*  Eighty  percent  (80%)  of  Select's  and 60% of  Heritage's  assets  must be
   invested in  securities  of  companies  that pay regular  dividends,  or have
   committed to pay dividends,  or otherwise  produce income.  This reflects the
   funds'  strategy to invest most of their assets in stocks of  companies  that
   are successful  enough to pay  dividends.  The amount of dividends may not be
   significant,  however,  since  stocks are not picked based upon the amount of
   income they  produce.  The  remaining  20% of Select's and 40% of  Heritage's
   assets may be  invested  in any other  permissible  securities  that the fund
   managers believe will help the funds achieve their objectives.
    

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

   
The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if the company's earnings or revenues decline.  While
the managers believe this strategy provides substantial  appreciation  potential
over the long  term,  in the short term it can  create a  significant  amount of
share price volatility.  This volatility can be greater than that of the average
stock fund.

As with all funds,  at any given time the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

Market  performance  tends to be cyclical,  and in the various  cycles,  certain
investment  styles may fall in and out of favor.  If the market is not  favoring
the funds' style,  the funds' gains may not be as big as, or their losses may be
bigger than, other equity funds using different investment styles.

Foreign  securities can have certain  unique risks,  including  fluctuations  in
currency exchange rates,  unstable  political and economic  structures,  reduced
availability of public information,  and lack of uniform financial reporting and
regulatory practices similar to those that apply to U.S. issuers.  These factors
make investing in foreign  securities  generally  riskier than investing in U.S.
stocks. To the extent the fund invests in foreign  securities,  the overall risk
of the fund could be affected.
    

[left margin]

   
MARKET CAPITALIZATION is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share.



     www.americancentury.com                    American Century Investments   5


FUND PERFORMANCE HISTORY

Annual Total Returns

The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.

[bar chart - data below]

         Growth     Ultra      Select      Vista      Heritage
1998     36.77%     34.55%     35.65%     -14.25%     -0.15%
1997     29.28%     23.13%     32.19%      -8.68%     19.35%
1996     15.01%     13.85%     19.22%       7.56%     15.31%
1995     20.35%     37.68%     22.67%      46.13%     26.66%
1994     -1.49%     -3.62%     -8.04%       4.68%     -6.32%
1993      3.76%     21.81%     14.67%       5.45%     20.43%
1992     -4.29%      1.27%     -4.45%      -2.13%     10.13%
1991     69.02%     86.45%     31.58%      73.69%     35.98%
1990     -3.85%      9.36%     -0.41%     -15.73%     -9.16%
1989     43.13%     36.94%     39.51%      52.20%     35.06%

[left margin]

[graphic of hand with index finger  pointing]  The following bar chart shows the
performance of the funds' Investor Class shares for each of the last 10 calendar
years. It indicates the volatility of the funds' historical returns from year to
year.


6        American Century Investments                            1-800-345-2021


Highest and Lowest Quarterly Returns

The  highest  and  lowest  returns  of the funds'  Investor  Class  shares for a
calendar  quarter  during the period  reflected by the  preceding  bar chart are
provided  below  to  indicate  the  funds'  historical  short-term   volatility.
Shareholders  should be aware,  however,  that  these  funds  are  intended  for
investors with a long-term investment horizon and are not managed for short-term
results.

[bar chart - data below]

                Lowest                  Highest
Growth     -19.44% 4Q 1994          28.45% 1Q 1995
Ultra      -16.16% 4Q 1994          40.75% 1Q 1995
Select     -13.12% 4Q 1994          22.30% 4Q 1998
Vista      -29.82% 3Q 1994          33.24% 1Q 1995
Heritage   -21.16% 3Q 1998          17.65% 4Q 1998

Average Annual Returns

The  following  table shows the average  annual  returns of the funds'  Investor
Class  shares  for the  periods  indicated  during  the life of the  funds.  The
benchmarks are unmanaged  indices that have no operating  costs and are included
in the table for performance comparison.

For the calendar year
ended December 31, 1998       1 year     5 years    10 years     Life of Fund(1)
- --------------------------------------------------------------------------------
Growth                        36.77%     19.24%     18.73%       19.05%(2)
Russell 1000 Growth Index     38.71%     25.70%     20.57%       N/A(3)
- --------------------------------------------------------------------------------
Ultra                         34.55%     20.14%     24.03%       18.79%
S&P 500 Index                 28.68%     24.05%     19.17%       18.14%
- --------------------------------------------------------------------------------
Select                        35.65%     19.25%     17.05%       17.74%(2)
S&P 500 Index                 28.68%     24.05%     19.17%       18.14%
- --------------------------------------------------------------------------------
Vista                         -14.25%    5.20%      11.47%       10.06%
Russell 2500 Growth Index     3.10%      12.41%     13.69%       N/A(4)
- --------------------------------------------------------------------------------
Heritage                      -0.15%     10.27%     13.69%       14.67%
S&P Mid Cap 400 Index         18.25%     18.67%     19.21%       20.00%

1 The  inception  dates for the funds are Growth and Select,  October 31,  1958;
  Ultra, November 2, 1981; Vista, November 25, 1983; and Heritage,  November 10,
  1987.

2 Although the funds' actual  inception date was October 31, 1958,  life of fund
  is calculated from June 30, 1971, when the management company  implemented its
  current investment philosophy and practices.

3 Benchmark began January 1, 1979.

4 Benchmark began January 1, 1986.
    
[left margin]

[graphic  of  hand  with  index  finger   pointing]   For  current   performance
information,  please call us at 1-800-345-2021  or visit American  Century's Web
site at www.americancentury.com.


     www.americancentury.com                    American Century Investments   7


MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than two-thirds of the directors are independent of the funds' advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

   
For the  services it provided to the funds  during the most recent  fiscal year,
the advisor received a unified  management fee of 1.0% of the average net assets
of the Investor  Class of shares of each fund.  The amount of the management fee
is calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
funds  except  brokerage  expenses,  taxes,  interest,  fees and expenses of the
independent directors (including legal counsel fees) and extraordinary expenses.
A  portion  of  the  management  fee  may  be  paid  by the  funds'  advisor  to
unaffiliated third parties who provide recordkeeping and administrative services
that would otherwise be performed by an affiliate of the advisor.
    

THE FUND MANAGEMENT TEAMS

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers on the investment teams are identified below:
    

Growth

C. KIM GOODWIN

   
Ms. Goodwin,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Growth since  joining  American  Century in October 1997.
Before  joining  American  Century,  she  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. She has a bachelor of arts from Princeton  University and an
MBA in finance and a master's in public affairs from the University of Texas.
    

[left margin]

[graphic of hand with index finger pointing] CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.


8        American Century Investments                            1-800-345-2021


GREGORY J. WOODHAMS

   
Mr.  Woodhams,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Growth since he joined  American  Century in September 1997 as
an Investment  Analyst. He was promoted to Portfolio Manager for the Growth team
in May 1998.  Before joining American  Century,  he served as Vice President and
Director of Equity  Research for Texas  Commerce  Bank,  a  subsidiary  of Chase
Manhattan Bank. He has a bachelor's degree in economics from Rice University and
an M.A.  in  economics  from the  University  of  Wisconsin.  He is a  Chartered
Financial Analyst.
    

Ultra

JAMES E. STOWERS III

   
Mr. Stowers,  Chief  Executive  Officer and Portfolio  Manager,  joined American
Century  as  a   portfolio   manager  of  Ultra  and  other   American   Century
growth-oriented  funds in 1981.  He has a  bachelor's  degree  in  finance  from
Arizona State University.
    

JOHN R. SYKORA

   
Mr. Sykora, Vice President and Portfolio Manager,  has been a member of the team
that manages Ultra since August 1997. He joined American  Century in May 1994 as
an Investment Analyst. Before joining American Century, he served as a Financial
Analyst for Business Men's Assurance Company of America,  Kansas City, Missouri,
from August 1993 to April 1994. He has a bachelor's degree in accounting finance
and an  MBA  in  finance  from  Michigan  State  University.  He is a  Chartered
Financial Analyst.
    

BRUCE A. WIMBERLY

   
Mr.  Wimberly,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Ultra since July 1996. He joined American Century in September
1994 as an Investment  Analyst.  Before joining  American  Century,  he attended
Kellogg Graduate School of Management, Northwestern University, from August 1992
to August  1994,  where he obtained his MBA. He also has a bachelor of arts from
Middlebury College.

JOHN SMALL JR.

Mr. Small, Portfolio Manager, has been a member of the team that manages Ultra
since September 1994 and was promoted to Portfolio Manager in February 1999. He
joined American Century in May 1991. He has more than 20 years experience with
the U.S. Air Force. He has a bachelor's degree from Rockford College and a
master's degree from the Air Force Institute of Technology. He also has an MBA
from Baker University.
    

Select

JEAN C. LEDFORD

   
Ms. Ledford,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Select since  joining  American  Century in January 1997.
Prior to  joining  American  Century,  she  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. She has a bachelor of arts and
an MBA in finance from the University of Wisconsin. She is a Chartered Financial
Analyst.
    

RICHARD S. WELSH

   
Mr. Welsh,  Portfolio Manager, has been a member of the team that manages Select
since May 1998. He joined American  Century in August 1994 as an Equity Research
Analyst and was promoted to Investment Analyst in January 1997. Prior to joining
American  Century,  he served  as Equity  Research  Analyst  for Brown  Brothers
Harriman  &  Company.  He has a  bachelor's  degree  in  economics  from  Boston
University and an MBA in finance and accounting from New York University.
    


      www.americancentury.com                   American Century Investments   9


Vista

ARNOLD K. DOUVILLE

   
Mr.  Douville,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Vista since joining American Century in November 1997.  Before
joining  American  Century,  he served as Senior  Portfolio  Manager  for Munder
Capital  Management  from  September  1989 to October  1997. He has a bachelor's
degree in  economics  from the U.S.  Air Force  Academy  and an MBA in  finance,
statistics and economics from the University of Chicago.
    

GLENN A. FOGLE

Mr. Fogle, Vice President and Portfolio  Manager,  has been a member of the team
that manages  Vista since March 1993.  He joined  American  Century in September
1990 as an Investment  Analyst.  He has a bachelor of arts and an MBA in finance
from Texas Christian University. He is a Chartered Financial Analyst.

Heritage

HAROLD S. BRADLEY

   
Mr. Bradley,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Heritage since March 1998. He joined American  Century in
1988 and for the past 10 years  has  managed  the  global  equity,  futures  and
foreign exchange trading  activities for American Century.  He has a bachelor of
arts from Marquette University.
    

LINDA K. PETERSON

   
Ms.  Peterson,  Portfolio  Manager,  has been a member of the team that  manages
Heritage since March 1998. She joined American Century in 1986. She served as an
Investment  Analyst  for  American  Century's   growth-oriented   equity  funds,
including  Heritage,  from April 1994 until  February 1998. She has a bachelor's
degree in  finance  from the  University  of  Northern  Iowa and an MBA from the
University of Missouri-Kansas City. She is a Chartered Financial Analyst.
    


10        American Century Investments                           1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


     www.americancentury.com                   American Century Investments   11


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

Investor  Relations You  automatically  will have access to the services  listed
below  when you  open  your  account.  If you do not want  these  services,  see
"Conducting Business in Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

   
WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE
Investor Relations
1-800-345-2021

Business, Not-For-Profit,
Employer-Sponsored
Retirement Plans
1-800-345-3533

Automated Information Line
1-800-345-8765

[graphic of telephone]

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

Call an Investor Relations Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX

P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

[graphic of envelope]

OPEN AN ACCOUNT

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us  written  instructions  or a  redemption  form to sell  shares.  Call an
Investor Relations Representative to request a form.

- --------------------------------------------------------------------------------
ONLINE

www.americancentury.com

[graphic of computer]

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

Make an additional  investment into an established  American  Century account if
you have authorized us to invest from your bank account.

SELL SHARES

Not available.
    

12        American Century Investments                          1-800-345-2021


   
A NOTE ABOUT MAILINGS TO SHAREHOLDERS
    

To reduce  expenses and show respect for our  environment,  we will deliver most
financial reports, prospectuses and account statements to households in a single
envelope,  even if the accounts are registered  under  different  names.  If you
would like additional  copies of financial  reports and prospectuses or separate
mailing of account statements, please call us.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the fund and the transfer agent.

   
- --------------------------------------------------------------------------------
BY WIRE

[graphic of hand with index finger pointing] Please remember that if you request
redemptions  by wire, $10 will be deducted from the amount  redeemed.  Your bank
also may charge a fee.

[graphic of wire machine]

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918
* The fund name
* Your American Century account number+
* Your name 
* The contribution year (for IRAs only) 
+ For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not applicable.

- --------------------------------------------------------------------------------
AUTOMATICALLY

[graphic of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written  instructions to set up an automatic exchange of shares from one
American Century account to another.

MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.

- --------------------------------------------------------------------------------
IN PERSON

[graphic of human figure]

If you prefer to handle your  transactions in person,  visit one of the Investor
Centers  listed  below.  A  representative  can help you open an  account,  make
additional investments and sell or exchange shares.

4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday-Friday      8 a.m. to 6 p.m., Monday-Friday
                                        8 a.m. to noon, Saturday

1665 Charleston Road
Mountain View, California               9445 East County Line Road, Suite A
8 a.m. to 5 p.m., Monday-Friday         Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday-Friday
                                        8 a.m. to noon, Saturday


     www.americancentury.com                   American Century Investments   13


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                    $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                        $1,000
- --------------------------------------------------------------------------------
Roth IRA                                               $1,000
- --------------------------------------------------------------------------------
Education IRA                                           $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                              $1,000
- --------------------------------------------------------------------------------
403(b)                                                No minimum
- --------------------------------------------------------------------------------

Qualified Retirement Plans                            $2,500*

* The  minimum  investment  requirements  may be  different  for  some  types of
  retirement accounts.

If you  establish an automatic  investment  plan of at least $50 per month,  the
minimum may be waived.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your  redemption  activity  causes  your  account  balance  to fall below the
minimum initial  investment  amount,  we will notify you and give you 90 days to
meet the minimum or to establish an automatic monthly investment of at least $50
per month.  If you do not meet the  deadline,  American  Century will redeem the
shares in the account and send the proceeds to your address of record.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.


14        American Century Investments                          1-800-345-2021


INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

American Century has contracts with certain financial  intermediaries  requiring
them to track the time investment orders are received. The funds have authorized
those  intermediaries  to accept  orders on their behalf up to the time at which
the net asset value is determined.  If those orders are  transmitted to American
Century and paid for in accordance with the contract, they will be priced at the
net asset value next determined  after your request is received in good order by
the intermediary on a fund's behalf.

[left margin]

[graphic of hand with index finger pointing]  Financial  intermediaries  include
banks, broker-dealers, insurance companies and investment advisors.


    www.americancentury.com                   American Century Investments   15


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines  the NET ASSET  VALUE (NAV) of the funds as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when a fund's NAV is not calculated.  So, the value of a fund's portfolio may be
affected on days when you can't purchase or redeem shares of the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

DISTRIBUTIONS

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment  securities.  Each fund generally pays distributions from
net income and capital  gains,  if any,  once a year in December.  They may make
more frequent  distributions  if necessary to comply with Internal  Revenue Code
provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem. If you redeem all shares, we will include any distribution received with
your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.

[left margin]

The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.


16        American Century Investments                          1-800-345-2021


TAXES

The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received  or  capital  gains  they  have  generated   through  their  investment
activities.  Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.

Tax-Deferred Accounts

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:

Type of Distribution      Tax Rate for 15% Bracket    Tax Rate for 28% Bracket
                                                      or above
- --------------------------------------------------------------------------------
Short-term capital gains  Ordinary income rate        Ordinary income rate
- --------------------------------------------------------------------------------
Long-term capital gains   10%                         20%

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.

[left margin]

[graphic of hand with index finger pointing] BUYING A
DIVIDEND

Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    
The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.


    www.americancentury.com                   American Century Investments   17


MULTIPLE CLASS INFORMATION

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

American  Century offers the other classes of shares  primarily to institutional
investors    through    institutional    distribution    channels,    such    as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance  companies.  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  advisor  for core  investment  advisory  services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the 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.


18        American Century Investments                           1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.

On a per-share basis, each table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the year ended October 31, 1998, which are incorporated by reference
into the Statement of Additional Information and are available upon request.
    

    www.americancentury.com                   American Century Investments   19


   
GROWTH FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                1998            1997            1996            1995            1994
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year ........$   27.86       $   22.21       $   23.88       $   22.99       $   25.27
    

Income From Investment Operations
     Net Investment Income (Loss) .........    (0.01)(1)        0.01(1)        (0.01)(1)        0.08(1)         0.06
     Net Realized and Unrealized Gain on
        Investment Transactions ...........     4.35            6.07            1.47            4.08            0.48

     Total From Investment Operations .....     4.34            6.08            1.46            4.16            0.54

Distributions
     From Net Investment Income ...........     --             (0.18)          (0.07)          (0.05)          (0.06)
     From Net Realized Gains on
        Investment Transactions ...........    (4.17)          (0.25)          (2.98)          (3.18)          (2.76)
     In Excess of Net Realized Gains ......     --              --             (0.08)          (0.04)           --

     Total Distributions ..................    (4.17)          (0.43)          (3.13)          (3.27)          (2.82)

Net Asset Value, End of Year ..............$   28.03       $   27.86       $   22.21       $   23.88       $   22.99

Total Return(2) ...........................    18.53%          27.85%           8.18%          22.31%           2.66%

   
RATIOS/SUPPLEMENTAL DATA
                                                1998            1997            1996            1995            1994
- ---------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .....................     1.00%           1.00%           1.00%           1.00%           1.00%
    

Ratio of Net Investment Income
(Loss) to Average Net Assets ..............    (0.02)%          0.02%          (0.10)%          0.40%           0.30%

Portfolio Turnover Rate ...................      126%             75%            122%            141%            100%

Net Assets, End of Year (in millions) .....$   6,097       $   5,113       $   4,765       $   5,130       $   4,363
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions,  if any.  Total  returns for  periods  less than one year are
    annualized.


   
20       American Century Investments                          1-800-345-2021


ULTRA FUND

Investor Class

<TABLE>
<CAPTION>
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998             1997             1996             1995             1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>              <C>       
Net Asset Value, Beginning of Year ........$    33.46       $    29.52       $    28.03       $    21.16       $    21.61

Income From Investment Operations
     Net Investment Income (Loss) .........     (0.02)(1)         0.01(1)         (0.05)(1)        (0.07)(1)        (0.03)
     Net Realized and Unrealized Gain
       (Loss) on Investment Transactions ..      4.70             5.62             2.84             7.58            (0.42)

     Total From Investment Operations .....      4.68             5.63             2.79             7.51            (0.45)

Distributions
     From Net Investment Income ...........     (0.01)            --               --               --               --
     From Net Realized Gains on
        Investment Transactions ...........     (7.07)           (1.69)           (1.19)           (0.64)            --
     In Excess of Net Realized Gains ......      --               --              (0.11)            --               --

     Total Distributions ..................     (7.08)           (1.69)           (1.30)           (0.64)            --

Net Asset Value, End of Year ..............$    31.06       $    33.46       $    29.52       $    28.03       $    21.16

Total Return(2) ...........................     17.61%           19.95%           10.79%           36.89%          (2.08)%

RATIOS/SUPPLEMENTAL DATA
                                                 1998             1997             1996             1995             1994
- --------------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .....................      1.00%            1.00%            1.00%            1.00%            1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ..............     (0.08)%           0.03%           (0.20)%          (0.30)%          (0.10)%

Portfolio Turnover Rate ...................       128%             107%              87%              87%              78%

Net Assets, End of Year (in millions) .....$   25,396       $   21,695       $   18,266       $   14,376       $   10,344
</TABLE>

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

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


    www.americancentury.com                   American Century Investments   21


SELECT FUND

Investor Class

<TABLE>
<CAPTION>
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998            1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........$   48.18       $   41.52       $   39.52       $   37.67       $   45.76

Income From Investment Operations
     Net Investment Income .................     0.12(1)         0.15(1)         0.20(1)         0.33(1)         0.40
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..     9.37           10.51            6.73            4.68           (3.59)

     Total From Investment Operations ......     9.49           10.66            6.93            5.01           (3.19)

Distributions
     From Net Investment Income ............    (0.20)          (0.32)          (0.27)          (0.28)          (0.43)
     From Net Realized Gains on
        Investment Transactions ............    (7.93)          (3.68)          (4.66)          (2.75)          (4.47)
     In Excess of Net Realized Gains .......     --              --              --             (0.13)           --

     Total Distributions ...................    (8.13)          (4.00)          (4.93)          (3.16)          (4.90)

Net Asset Value, End of Year ...............$   49.54       $   48.18       $   41.52       $   39.52       $   37.67

Total Return(2) ............................    22.96%          27.89%          19.76%          15.02%          (7.37)%

RATIOS/SUPPLEMENTAL DATA
                                                 1998            1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%           1.00%           1.00%           1.00%           1.00%

Ratio of Net Investment Income
to Average Net Assets ......................     0.25%           0.33%           0.50%           0.90%           1.00%

Portfolio Turnover Rate ....................      165%             94%            105%            106%            126%

Net Assets, End of Year (in millions) ......$   5,591       $   4,769       $   4,039       $   4,008       $   4,278
</TABLE>

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

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


22       American Century Investments                          1-800-345-2021


VISTA FUND

Investor Class

<TABLE>
<CAPTION>
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998           1997            1996           1995             1994 
- --------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........$   14.53      $   15.68       $   15.73       $   10.94       $   12.24

Income From Investment Operations
     Net Investment Loss ...................    (0.05)(1)      (0.10)(1)       (0.11)(1)       (0.08)(1)       (0.08)
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..    (4.41)          0.13            1.09            4.90            0.45

     Total From Investment Operations ......    (4.46)          0.03            0.98            4.82            0.37

Distributions
     From Net Realized Gains on
        Investment Transactions ............    (0.80)         (1.18)          (1.02)          (0.03)          (1.66)
     In Excess of Net Realized Gains .......     --             --             (0.01)           --             (0.01)

     Total Distributions ...................    (0.80)         (1.18)          (1.03)          (0.03)          (1.67)

Net Asset Value, End of Year ...............$    9.27      $   14.53       $   15.68       $   15.73       $   10.94

Total Return(2) ............................   (31.94)%         0.29%           6.96%          44.20%           4.16%

RATIOS/SUPPLEMENTAL DATA
                                                 1998           1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%          1.00%           0.99%           0.98%           1.00%

Ratio of Net Investment Loss
to Average Net Assets ......................    (0.42)%        (0.73)%         (0.70)%         (0.60)%         (0.80)%

Portfolio Turnover Rate ....................      229%            96%             91%             89%            111%

Net Assets, End of Year (in millions) ......$     895      $   1,828       $   2,276       $   1,676       $     792
</TABLE>

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

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


    www.americancentury.com                   American Century Investments   23


HERITAGE FUND

Investor Class

<TABLE>
<CAPTION>
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998           1997            1996          1995            1994

- ------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>           <C>             <C>      
Net Asset Value, Beginning of Period .......$   10.07      $    9.91       $   10.07     $    9.53       $   10.00

Net Asset Value, Beginning of Year .........$   14.86      $   12.24       $   11.75     $   10.32       $   11.03
Income From Investment Operations
     Net Investment Income .................     0.03(1)        0.01(1)        --(1)          0.05(1)         0.07
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..    (2.14)          3.41            1.15          1.96           (0.21)

     Total From Investment Operations ......    (2.11)          3.42            1.15          2.01           (0.14)

Distributions
     From Net Investment Income ............    (0.07)         (0.09)          (0.05)        (0.03)          (0.06)
     From Net Realized Gains on
        Investment Transactions ............    (2.70)         (0.71)          (0.61)        (0.52)          (0.50)
     In Excess of Net Realized Gains .......     --             --              --           (0.03)          (0.01)

     Total Distributions ...................    (2.77)         (0.80)          (0.66)        (0.58)          (0.57)

Net Asset Value, End of Year ...............$    9.98      $   14.86       $   12.24     $   11.75       $   10.32

Total Return(2) ............................   (15.87)%        29.56%          10.44%        21.04%          (1.13)%

RATIOS/SUPPLEMENTAL DATA
                                                 1998           1997            1996          1995            1994
- --------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%          1.00%           0.99%         0.99%           1.00%

Ratio of Net Investment Income
to Average Net Assets ......................     0.29%          0.05%           --            0.50%           0.70%

Portfolio Turnover Rate ....................      148%            69%            122%          121%            136%

Net Assets, End of Year (in millions) ......$     978      $   1,321       $   1,083     $   1,008       $     897
</TABLE>

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

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

24       American Century Investments                           1-800-345-2021


NOTES


         www.americancentury.com              American Century Investments   25


[back cover]

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the funds'  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
funds' performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the funds'  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

Investment Company Act File No. 811-0816

You also can get  information  about  the  funds  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

   
* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location
                           and hours.
    

* On the Internet          www.sec.gov

   
* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying
                           the documents.)


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

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

9902
SH-PRS-14875
<PAGE>
[front cover]

                                AMERICAN CENTURY

                                   Prospectus

                                                                    Growth Fund
                                                                     Ultra Fund
                                                                    Select Fund
                                                                     Vista Fund
                                                                  Heritage Fund

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


 [left margin]

                                                                  MARCH 1, 1999
                                                                  ADVISOR CLASS

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

Distributed by Funds Distributor, Inc.


[inside front cover]

Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the funds and tracking  your
investments. Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

     *   The funds' primary investments and risks

     *   A description of who may or may not want to invest in the funds

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the funds' benchmarks

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:
        *  Growth                                *   Aggressive
        *  Growth and Income                     *   Moderate
        *  Income                                *   Conservative
        *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our Investing with American Century brochure,  our Service  Representatives  are
available  weekdays,  8 a.m. to 5 p.m.,  Central time.  Our toll-free  number is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                      Sincerely,

                                      /s/Mark Killen
                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.

[left margin]

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


                               American Century
                                  Investments

                                P.O. Box 419385
                                Kansas City, MO
                                  64141-6385


TABLE OF CONTENTS

An Overview of the Funds ..................................................    2
Fees and Expenses .........................................................    3
Information about the Funds ...............................................    4
     Growth Fund
     Ultra Fund
     Select Fund
     Vista Fund
     Heritage Fund
Management ................................................................    8
Investing with American Century ...........................................   12
Share Price and Distributions .............................................   14
Taxes .....................................................................   15
Multiple Class Information ................................................   16
Financial Highlights ......................................................   17
Performance Information of Other Class ....................................   23
    
[left margin]

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

[graphic of hand with index  finger  pointing]  This symbol  highlights  special
information and helpful tips.


                          American Century Investments


AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT GOALS?

These funds seek long-term capital growth.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

   
The funds look for common stocks of growing companies. The basis of the strategy
used by these  funds is that,  over the long  term,  stocks  of  companies  with
earnings and revenue  growth have a greater  than average  chance to increase in
value over time. A more  detailed  description  of American  Century's  "growth"
investment style begins on page 4.

The funds' principal risks include
    

*  Market  Risk--The  value of a fund's  shares will go up and down based on the
   performance  of the  companies  whose  securities  it owns and other  factors
   affecting the securities market generally.

*  Price Volatility--The value of the funds' shares may fluctuate  significantly
   in the short term.

*  Principal  Loss--As with all mutual funds, if you sell your shares when their
   value is less than the price you paid, you will lose money.

WHO may WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking long-term capital growth from your investment

*  comfortable with the funds' short-term price volatility

*  comfortable with the risks associated with the funds' investment strategy

*  investing through an IRA or other tax-advantaged retirement plan

WHO may not WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  seeking current income from your investment

*  investing for a short period of time

*  uncomfortable with short-term volatility in the value of your investment

[left margin]

   
[graphic of hand with index finger pointing] An investment in the funds is not a
bank  deposit,  and it is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation (FDIC) or any other government agency.


2        American Century Investments                            1-800-345-3533
    


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

   
*  to exchange into the Advisor Class shares of other American Century funds
    

The following tables describe the fees and expenses that you will pay if you buy
and hold shares of the funds.

ANNUAL OPERATING EXPENSES (expenses that are deducted from fund assets)

   
          Management  Distribution and         Other       Total Annual Fund
          Fee         Service (12b-1) Fees(1)  Expenses(2) Operating Expenses
- --------------------------------------------------------------------------------
Growth    0.75%       0.50%                    0.00%       1.25%
- --------------------------------------------------------------------------------
Ultra     0.75%       0.50%                    0.00%       1.25%
- --------------------------------------------------------------------------------
Select    0.75%       0.50%                    0.00%       1.25%
- --------------------------------------------------------------------------------
Vista     0.75%       0.50%                    0.00%       1.25%
- --------------------------------------------------------------------------------
Heritage  0.75%       0.50%                    0.00%       1.25%

(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  advisor,  and a portion  is used to
    compensate  them  for  distribution  and  other  shareholder  services.  See
    "Service and Distribution Fees," page 16.
    

(2) Other  expenses,   which  include  the  fees  and  expenses  of  the  funds'
    independent  directors,  their legal  counsel,  interest  and  extraordinary
    expenses, were less than 0.005% for the most recent fiscal year.

EXAMPLE

   
The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .
    

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

   
*  earn a 5% return each year

*  incur the same operating expenses as shown above

 . . . your cost of investing in the fund would be:

             1 year       3 years      5 years      10 years
- --------------------------------------------------------------------------------
Growth       $127         $395         $683         $1503
- --------------------------------------------------------------------------------
Ultra        $127         $395         $683         $1503
- --------------------------------------------------------------------------------
Select       $127         $395         $683         $1503
- --------------------------------------------------------------------------------
Vista        $127         $395         $683         $1503
- --------------------------------------------------------------------------------
Heritage     $127         $395         $683         $1503
    

[left margin]

[graphic of hand with index  finger  pointing]  Use this  example to compare the
costs of investing in other funds. Of course, your actual costs may be higher or
lower.


     www.americancentury.com                   American Century Investments   3


INFORMATION ABOUT THE FUNDS

   
GROWTH FUND
ULTRA FUND
SELECT FUND
VISTA FUND
HERITAGE FUND
    

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek long-term capital growth.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

The fund managers  look for stocks of companies  that they believe will increase
in value over time,  using a growth  investment  strategy  developed by American
Century.  This strategy  looks for companies with earnings and revenues that are
not only growing, but growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies with  accelerating  earnings and revenues have a  greater-than-average
chance to increase in value.

The  managers  use a bottom-up  approach to select  stocks to buy for the funds.
That means they first look for strong,  growing  companies to invest in,  rather
than simply buying any company in a growing  industry or sector.  Using American
Century's extensive computer database,  the managers track financial information
for  thousands of companies to identify  trends in the  companies'  earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
accelerating growth, and to sell stocks of companies whose growth begins to slow
down.

Although most of the funds' assets will be invested in U.S. companies,  there is
no limit on the amount of assets the funds can invest in foreign companies. Most
of the funds' foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the funds' Statement of Additional Information

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the funds  essentially  fully invested in stocks regardless of the movement
of stock prices  generally.  When the managers  believe that it is prudent,  the
funds may invest a portion of their assets in  convertible  securities,  foreign
securities, short-term instruments,  non-leveraged stock index futures contracts
and  other  similar  securities.  Stock  index  futures  contracts,  a  type  of
derivative  security,  can help the  funds'  cash  assets  remain  liquid  while
performing  more like  stocks.  The funds have a policy  governing  stock  index
futures and similar derivative securities to help manage the risk of these types
of investments.  For example,  the managers cannot leverage the funds' assets by
investing in a derivative  security.  A complete  description of the derivatives
policy is included in the Statement of Additional Information.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

[left margin]

[graphic of hand with index finger pointing]  Accelerating  growth is shown, for
example,  by growth  that is faster this  quarter  than last or faster this year
than the year before.


   
4        American Century Investments                            1-800-345-3533
    


WHAT KINDS OF SECURITIES DO THE FUNDS BUY?

   
The funds will usually purchase common stocks of U.S. and foreign companies, but
they can  purchase  other types of  securities  as well,  such as  domestic  and
foreign preferred stocks, convertible securities,  equity equivalent securities,
notes,  bonds and other debt securities.  The funds limit their purchase of debt
securities to investment-grade obligations.
    

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

*  Growth, Ultra and Select generally invest in larger companies,  although they
   may  purchase  companies  of  any  size.  Companies  considered  to be  large
   generally have a MARKET CAPITALIZATION in excess of $5 billion.

   
*  Vista and Heritage  generally invest in medium-sized  and smaller  companies,
   although they may purchase companies of any size.  Companies considered to be
   medium sized generally have a market capitalization between $1 billion and $6
   billion,  and smaller companies generally have a market  capitalization below
   $1 billion.
    

*  Eighty  percent  (80%)  of  Select's  and 60% of  Heritage's  assets  must be
   invested in  securities  of  companies  that pay regular  dividends,  or have
   committed to pay dividends,  or otherwise  produce income.  This reflects the
   funds'  strategy to invest most of their assets in stocks of  companies  that
   are successful  enough to pay  dividends.  The amount of dividends may not be
   significant,  however,  since  stocks are not picked based upon the amount of
   income they  produce.  The  remaining  20% of Select's and 40% of  Heritage's
   assets may be  invested  in any other  permissible  securities  that the fund
   managers believe will help the funds achieve their objectives.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

   
The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if the company's earnings or revenues decline.  While
the managers believe this strategy provides substantial  appreciation  potential
over the long  term,  in the short term it can  create a  significant  amount of
share price volatility.  This volatility can be greater than that of the average
stock fund.

As with all funds,  at any given time the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

Market  performance  tends to be cyclical,  and in the various  cycles,  certain
investment  styles may fall in and out of favor.  If the market is not  favoring
the funds' style,  the funds' gains may not be as big as, or their losses may be
bigger than, other equity funds using different investment styles.

Foreign  securities can have certain  unique risks,  including  fluctuations  in
currency exchange rates,  unstable  political and economic  structures,  reduced
availability of public information,  and lack of uniform financial reporting and
regulatory practices similar to those that apply to U.S. issuers.  These factors
make investing in foreign  securities  generally  riskier than investing in U.S.
stocks. To the extent the fund invests in foreign  securities,  the overall risk
of the fund could be affected.
    

[left margin]

MARKET  CAPITALIZATION  is the value of a company,  as determined by multiplying
the number of shares of its stock  outstanding  by its current  market price per
share.


    www.americancentury.com                    American Century Investments   5


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The following bar chart shows the performance of the funds' Advisor Class shares
for  each  full  calendar  year  in the  life of the  class.  It  indicates  the
volatility of the historical returns from year to year.
    

[bar chart - data below]

         Growth     Ultra      Select      Vista      Heritage
1998     36.49%     34.21%     35.29%     -14.45%     -0.31%
1997                22.83%                 -8.82%

Highest and Lowest Quarterly Returns

   
The highest and lowest returns of the funds' Advisor Class shares for a calendar
quarter during the period  reflected by the preceding  chart are provided in the
following chart to indicate the historical short-term  volatility.  Shareholders
should be aware,  however,  that these funds are intended for  investors  with a
long-term investment horizon and are not managed for short-term results.
    

[bar chart - data below]

                Lowest                  Highest
Growth      -7.98% 3Q 1998          20.49% 4Q 1998
Ultra      -11.83% 3Q 1998          22.91% 4Q 1998
Select      -7.49% 3Q 1998          22.21% 4Q 1998
Vista      -27.55% 3Q 1998          17.89% 3Q 1997
Heritage   -21.20% 3Q 1998          17.70% 4Q 1998

[left margin]

[graphic of hand with index finger pointing] The performance information on this
page is  designed to help you see how fund  returns can vary.  Keep in mind that
past performance does not predict how the funds will perform in the future.


   
6        American Century Investments                            1-800-345-3533
    


Average Annual Returns

   
The following table shows the average annual returns of the funds' Advisor Class
shares for the periods  indicated  during the life of the class.  The benchmarks
are unmanaged indices that have no operating costs and are included in the table
for performance comparison.

For the calendar year
ended December 31, 1998                1 year           Life of Class(1)
- --------------------------------------------------------------------------------
Growth                                 36.49%           33.86%
Russell 1000 Growth Index              38.71%           31.85%
- --------------------------------------------------------------------------------
Ultra                                  34.21%           25.21%
S&P 500 Index                          28.68%           31.19%
- --------------------------------------------------------------------------------
Select                                 35.29%           26.77%
S&P 500 Index                          28.68%           23.88%
- --------------------------------------------------------------------------------
Vista                                  -14.45%          -13.30%
Russell 2500 Growth Index              3.10%            8.21%
- --------------------------------------------------------------------------------
Heritage                               -0.31%           0.59%
S&P MidCap 400 Index                   18.25%           17.68%(2)

(1) The inception  dates for the Advisor Class of the funds are Growth,  June 4,
    1997; Select, August 8, 1997; Ultra and Vista, October 2, 1996; and
    Heritage, July 11, 1997.

(2) The inception date for the S&P MidCap 400 Index is July 31, 1997.
    

Performance Information of Other Class

   
The original  class of shares of the funds was the Investor  Class.  The Advisor
Class was not  established  until 1996.  For  information  about the  historical
performance of the original class of shares, see page 23.
    

[left margin]

[graphic  of  hand  with  index  finger   pointing]   For  current   performance
information,  please call us at 1-800-345-2021  or visit American  Century's Web
site at www.americancentury.com.


    www.americancentury.com                    American Century Investments   7


MANAGEMENT

WHO MANAGES THE FUNDS?

   
The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.
    

THE BOARD OF DIRECTORS

The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than two-thirds of the directors are independent of the funds' advisor;
that is, they are not employed by and have no financial interest in the advisor

THE INVESTMENT ADVISOR

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

   
For the  services it provided to the funds  during the most recent  fiscal year,
the advisor received a unified management fee of 0.75% of the average net assets
of the Advisor Class of shares of each fund. The amount of the management fee is
calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
funds  except  brokerage  expenses,  taxes,  interest,  fees and expenses of the
independent directors (including legal counsel fees) and extraordinary expenses
    

THE FUND MANAGEMENT TEAMS

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.
    

The portfolio managers on the investment teams are identified below:

Growth

C. KIM GOODWIN

   
Ms. Goodwin,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Growth since  joining  American  Century in October 1997.
Before  joining  American  Century,  she  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. She has a bachelor of arts from Princeton  University and an
MBA in finance and a master's in public affairs from the University of Texas.
    

[left margin]

[graphic of hand with index finger pointing] CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.


8        American Century Investments                            1-800-345-3533


GREGORY J. WOODHAMS

   
Mr.  Woodhams,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Growth since he joined  American  Century in September 1997 as
an Investment  Analyst. He was promoted to Portfolio Manager for the Growth team
in May 1998.  Before joining American  Century,  he served as Vice President and
Director of Equity  Research for Texas  Commerce  Bank,  a  subsidiary  of Chase
Manhattan Bank. He has a bachelor's degree in economics from Rice University and
an M.A.  in  economics  from the  University  of  Wisconsin.  He is a  Chartered
Financial Analyst.
    

Ultra

JAMES E. STOWERS III

   
Mr. Stowers,  Chief  Executive  Officer and Portfolio  Manager,  joined American
Century  as  a   portfolio   manager  of  Ultra  and  other   American   Century
growth-oriented  funds in 1981.  He has a  bachelor's  degree  in  finance  from
Arizona State University.
    

JOHN R. SYKORA

   
Mr. Sykora, Vice President and Portfolio Manager,  has been a member of the team
that manages Ultra since August 1997. He joined American  Century in May 1994 as
an Investment Analyst. Before joining American Century, he served as a Financial
Analyst for Business Men's Assurance Company of America,  Kansas City, Missouri,
from August 1993 to April 1994. He has a bachelor's degree in accounting finance
and an  MBA  in  finance  from  Michigan  State  University.  He is a  Chartered
Financial Analyst.
    

BRUCE A. WIMBERLY

   
Mr.  Wimberly,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Ultra since July 1996. He joined American Century in September
1994 as an Investment  Analyst.  Before joining  American  Century,  he attended
Kellogg Graduate School of Management, Northwestern University, from August 1992
to August  1994,  where he obtained his MBA. He also has a bachelor of arts from
Middlebury College.

JOHN SMALL JR.

Mr. Small,  Portfolio Manager,  has been a member of the team that manages Ultra
since September 1994 and was promoted to Portfolio  Manager in February 1999. He
joined American  Century in May 1991. He has more than 20 years  experience with
the U.S.  Air Force.  He has a  bachelor's  degree from  Rockford  College and a
master's degree from the Air Force  Institute of Technology.  He also has an MBA
from Baker University.
    

Select

JEAN C. LEDFORD

   
Ms. Ledford,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Select since  joining  American  Century in January 1997.
Prior to  joining  American  Century,  she  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. She has a bachelor of arts and
an MBA in finance from the University of Wisconsin. She is a Chartered Financial
Analyst.
    

RICHARD S. WELSH

   
Mr. Welsh,  Portfolio Manager, has been a member of the team that manages Select
since May 1998. He joined American  Century in August 1994 as an Equity Research
Analyst and was promoted to Investment Analyst in January 1997. Prior to joining
American  Century,  he served  as Equity  Research  Analyst  for Brown  Brothers
Harriman  &  Company.  He has a  bachelor's  degree  in  economics  from  Boston
University and an MBA in finance and accounting from New York University.


     www.americancentury.com                   American Century Investments   9
    


Vista

ARNOLD K. DOUVILLE

   
Mr.  Douville,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Vista since joining American Century in November 1997.  Before
joining  American  Century,  he served as Senior  Portfolio  Manager  for Munder
Capital  Management  from  September  1989 to October  1997. He has a bachelor's
degree in  economics  from the U.S.  Air Force  Academy  and an MBA in  finance,
statistics and economics from the University of Chicago.
    

GLENN A. FOGLE

Mr. Fogle, Vice President and Portfolio  Manager,  has been a member of the team
that manages  Vista since March 1993.  He joined  American  Century in September
1990 as an Investment  Analyst.  He has a bachelor of arts and an MBA in finance
from Texas Christian University. He is a Chartered Financial Analyst.

Heritage

HAROLD S. BRADLEY

   
Mr. Bradley,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Heritage since March 1998. He joined American  Century in
1988 and for the past 10 years  has  managed  the  global  equity,  futures  and
foreign exchange trading  activities for American Century.  He has a bachelor of
arts from Marquette University.
    

LINDA K. PETERSON

   
Ms.  Peterson,  Portfolio  Manager,  has been a member of the team that  manages
Heritage since March 1998. She joined American Century in 1986. She served as an
Investment  Analyst  for  American  Century's   growth-oriented   equity  funds,
including  Heritage,  from April 1994 until  February 1998. She has a bachelor's
degree in  finance  from the  University  of  Northern  Iowa and an MBA from the
University of Missouri-Kansas City. She is a Chartered Financial Analyst.


10        American Century Investments                           1-800-345-3533
    


FUNDAMENTAL INVESTMENT POLICIES

Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


   
    www.americancentury.com                   American Century Investments   11
    


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

   
*  cutoff time for investments
    

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track the time investment orders are received. The funds have authorized
those  intermediaries  to accept  orders on the funds'  behalf up to the time at
which the net asset value is  determined.  If those  orders are  transmitted  to
American  Century and paid for in  accordance  with the  contract,  they will be
priced at the net asset value next determined  after your request is received in
good order by the intermediary on a fund's behalf.
    

[left margin]

   
[graphic of hand with index finger pointing]  Financial  intermediaries  include
banks, broker-dealers, insurance companies and investment advisors.


12        American Century Investments                           1-800-345-3533


ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.
    


    www.americancentury.com                   American Century Investments   13


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE (NAV) of the funds as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when a fund's NAV is not calculated.  So, the value of a fund's portfolio may be
affected on days when you can't purchase or redeem shares of the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

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.
    

DISTRIBUTIONS

   
Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment  securities.  Each fund generally pays distributions from
net income and capital  gains,  if any,  once a year in December.  They may make
more frequent  distributions  if necessary to comply with Internal  Revenue Code
provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem. If you redeem all shares, we will include any distribution received with
your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

[left margin]

The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.


   
14        American Century Investments                           1-800-345-3533
    


TAXES

   
The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received  or  capital  gains  they  have  generated   through  their  investment
activities.  Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.

TAX-DEFERRED ACCOUNTS

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

TAXABLE ACCOUNTS
    

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

   
TAXABILITY OF DISTRIBUTIONS

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:
    


Type of Distribution      Tax Rate for 15% Bracket    Tax Rate for 28% Bracket
                                                      or above
- --------------------------------------------------------------------------------
Short-term capital gains  Ordinary income rate        Ordinary income rate
- --------------------------------------------------------------------------------
Long-term capital gains   10%                         20%

   
The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

   
TAXES ON TRANSACTIONS

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.
    

[left margin]

[graphic of hand with index finger pointing] BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.


    www.americancentury.com                   American Century Investments   15


MULTIPLE CLASS INFORMATION

   
American   Century   offers  three  classes  of  the  funds:   Investor   Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
Advisor  Class  shares and are  offered  primarily  to  institutional  investors
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans, or through banks, broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The funds may offer a different  class of
shares primarily to institutional  investors through institutional  distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance  companies.  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 advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the 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.
    

SERVICE AND DISTRIBUTION FEES

   
Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay out of fund assets certain  expenses  associated with the distribution of
their shares. The funds' Advisor Class shares have a 12b-1 Plan. Under the Plan,
the  funds  pay an  annual  fee of  0.50%  of  fund  assets,  half  for  certain
shareholder and administrative  services and half for distribution services. The
advisor,  as paying  agent for the funds,  pays all or a portion of such fees to
the  banks,  broker-dealers  and  insurance  companies  that  make  such  shares
available.  Because  these fees are paid out of the funds' assets on an on-going
basis,  over time these fees will increase the cost of your  investment  and may
cost  you  more  than  paying  other  types of  sales  charges.  For  additional
information about the Plan and its terms, see "Multiple Class  Structure--Master
Distribution  and  Shareholder  Services  Plan" in the  Statement of  Additional
Information.


16        American Century Investments                           1-800-345-3533
    


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.

On a per-share basis, each table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate

*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the year ended October 31, 1998, which are incorporated by reference
into the Statement of Additional Information, and are available upon request.
    


    www.americancentury.com                   American Century Investments   17


   
GROWTH FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                          1998          1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ................$   27.84     $   24.36
    

Income From Investment Operations
     Net Investment Loss(2) .........................    (0.08)        (0.06)
     Net Realized and Unrealized Gain
        on Investment Transactions ..................     4.35          3.54

     Total From Investment Operations ...............     4.27          3.48

Distributions
     From Net Realized Gains on
        Investment Transactions .....................    (4.14)         --

Net Asset Value, End of Period ......................$   27.97     $   27.84

Total Return(3) .....................................    18.23%        14.29%

   
RATIOS/SUPPLEMENTAL DATA
                                                          1998          1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets ...     1.25%         1.25%(4)
    

Ratio of Net Investment Loss to Average Net Assets ..    (0.27)%   (0.47)%(4)

Portfolio Turnover Rate .............................      126%           75%

Net Assets, End of Period (in thousands) ............$   5,570     $   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 returns for periods less than one year are not
    annualized.

(4) Annualized.


   
18        American Century Investments                           1-800-345-3533


ULTRA FUND

Advisor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                              1998           1997           1996(1)
    

- -----------------------------------------------------------------------------------
<S>                                     <C>            <C>              <C>       
Net Asset Value, Beginning of Period ...$    33.36     $    29.52       $    29.55

Income From Investment Operations
     Net Investment Loss(2) ............     (0.11)         (0.07)           (0.02)
     Net Realized and Unrealized
        Gain (Loss) on
        Investment Transactions ........      4.73           5.60            (0.01)

     Total From Investment Operations ..      4.62           5.53            (0.03)

Distributions
     From Net Realized Gains on
        Investment Transactions ........     (6.98)         (1.69)            --

Net Asset Value, End of Period .........$    31.00     $    33.36       $    29.52

Total Return(3) ........................     17.36%         19.59%           (0.10)%

   
RATIOS/SUPPLEMENTAL DATA
                                              1998           1997             1996(1)
- --------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ..................      1.25%          1.25%            1.25%(4)
    

Ratio of Net Investment Loss
to Average Net Assets ..................     (0.33)%        (0.22)%     (0.80)%(4)

Portfolio Turnover Rate ................       128%           107%              87%

Net Assets, End of Period
(in thousands) .........................$   98,965     $   30,827       $   13,051
</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.


    www.americancentury.com                   American Century Investments   19


   
SELECT FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                 1998            1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .......$   48.16       $   49.43
    

Income From Investment Operations
     Net Investment Loss(2) ................     --             (0.02)
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..     9.37           (1.25)

     Total From Investment Operations ......     9.37           (1.27)

Distributions
     From Net Investment Income ............    (0.16)           --
     From Net Realized Gains
        on Investment Transactions .........    (7.93)           --

     Total Distributions ...................    (8.09)           --

Net Asset Value, End of Period .............$   49.44       $   48.16

Total Return(3) ............................    22.67%          (2.57)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998            1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.25%           1.25%(4)
    

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

Portfolio Turnover Rate ....................      165%             94%

Net Assets, End of Period (in thousands) ...$   1,617       $   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 returns for periods less than one year are not
    annualized.

(4) Annualized.


   
20       American Century Investments                           1-800-345-3533


VISTA FUND

Advisor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                             1998          1997            1996(1)
- --------------------------------------------------------------------------------
<S>                                     <C>           <C>             <C>      
Net Asset Value, Beginning of Period ...$   14.50     $   15.67       $   16.87
    

Income From Investment Operations
     Net Investment Loss(2) ............    (0.08)        (0.14)          (0.02)
     Net Realized and Unrealized
        Gain (Loss) on
        Investment Transactions ........    (4.39)         0.15           (1.18)

     Total From Investment Operations ..    (4.47)         0.01           (1.20)

Distributions
     From Net Realized Gains on
        Investment Transactions ........    (0.80)        (1.18)           --

Net Asset Value, End of Period .........$    9.23     $   14.50       $   15.67

Total Return(3) ........................   (32.08)%        0.15%          (7.11)%

   
RATIOS/SUPPLEMENTAL DATA
                                             1998          1997            1996(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ..................     1.25%         1.25%           1.25%(4)
    

Ratio of Net Investment Loss
to Average Net Assets ..................    (0.67)%       (0.98)%     (1.20)%(4)

Portfolio Turnover Rate ................      229%           96%             91%

Net Assets, End of Period
(in thousands) .........................$   4,052     $   6,553       $   5,646
</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.


    www.americancentury.com                   American Century Investments   21


   
HERITAGE FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                       1998            1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ..........    $  14.85        $  14.23
    

Income From Investment Operations
     Net Investment Income (Loss)(2) ..........        0.02           (0.01)
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions .....       (2.14)           0.63

     Total From Investment Operations .........       (2.12)           0.62

Distributions
     From Net Investment Income ...............       (0.07)           --
     From Net Realized Gains on
        Investment Transactions ...............       (2.70)           --

     Total Distributions ......................       (2.77)           --

Net Asset Value, End of Period ................    $   9.96        $  14.85

Total Return(3) ...............................      (16.03)%          4.36%

   
RATIOS/SUPPLEMENTAL DATA
                                                       1998            1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .........................        1.25%           1.25%(4)
    

Ratio of Net Investment Income (Loss)
to Average Net Assets .........................        0.04%       (0.23)%(4)

Portfolio Turnover Rate .......................         148%             69%

Net Assets, End of Period (in thousands) ......    $    748        $    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 returns for periods less than one year are not
    annualized.

(4) Annualized.


   
22       American Century Investments                           1-800-345-3533
    


PERFORMANCE INFORMATION OF OTHER CLASS

   
The following  financial  information is provided to show the performance of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
existed  during the periods  presented,  its  performance  would have been lower
because of the additional expense.
    

The tables  itemize  what  contributed  to the changes in share price during the
period.  They also show the changes in share price for this period in comparison
to changes over the last five fiscal  years (or less,  if the share class is not
five years old).

   
On a per-share basis, each table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

   
*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the year ended October 31, 1998, which are incorporated by reference
into the Statement of Additional Information, and are available upon request.
    


    www.americancentury.com                   American Century Investments   23


   
GROWTH FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                1998            1997            1996            1995            1994
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year ........$   27.86       $   22.21       $   23.88       $   22.99       $   25.27
    

Income From Investment Operations
     Net Investment Income (Loss) .........    (0.01)(1)        0.01(1)        (0.01)(1)        0.08(1)         0.06
     Net Realized and Unrealized Gain on
        Investment Transactions ...........     4.35            6.07            1.47            4.08            0.48

     Total From Investment Operations .....     4.34            6.08            1.46            4.16            0.54

Distributions
     From Net Investment Income ...........     --             (0.18)          (0.07)          (0.05)          (0.06)
     From Net Realized Gains on
        Investment Transactions ...........    (4.17)          (0.25)          (2.98)          (3.18)          (2.76)
     In Excess of Net Realized Gains ......     --              --             (0.08)          (0.04)           --

     Total Distributions ..................    (4.17)          (0.43)          (3.13)          (3.27)          (2.82)

Net Asset Value, End of Year ..............$   28.03       $   27.86       $   22.21       $   23.88       $   22.99

Total Return(2) ...........................    18.53%          27.85%           8.18%          22.31%           2.66%

   
RATIOS/SUPPLEMENTAL DATA
                                                1998            1997            1996            1995            1994
- ---------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .....................     1.00%           1.00%           1.00%           1.00%           1.00%
    

Ratio of Net Investment Income
(Loss) to Average Net Assets ..............    (0.02)%          0.02%          (0.10)%          0.40%           0.30%

Portfolio Turnover Rate ...................      126%             75%            122%            141%            100%

Net Assets, End of Year (in millions) .....$   6,097       $   5,113       $   4,765       $   5,130       $   4,363
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions,  if any.  Total  returns for  periods  less than one year are
    annualized.


   
24       American Century Investments                          1-800-345-3533


ULTRA FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998             1997             1996             1995             1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>              <C>       
Net Asset Value, Beginning of Year ........$    33.46       $    29.52       $    28.03       $    21.16       $    21.61
    

Income From Investment Operations
     Net Investment Income (Loss) .........     (0.02)(1)         0.01(1)         (0.05)(1)        (0.07)(1)        (0.03)
     Net Realized and Unrealized Gain
       (Loss) on Investment Transactions ..      4.70             5.62             2.84             7.58            (0.42)

     Total From Investment Operations .....      4.68             5.63             2.79             7.51            (0.45)

Distributions
     From Net Investment Income ...........     (0.01)            --               --               --               --
     From Net Realized Gains on
        Investment Transactions ...........     (7.07)           (1.69)           (1.19)           (0.64)            --
     In Excess of Net Realized Gains ......      --               --              (0.11)            --               --

     Total Distributions ..................     (7.08)           (1.69)           (1.30)           (0.64)            --

Net Asset Value, End of Year ..............$    31.06       $    33.46       $    29.52       $    28.03       $    21.16

Total Return(2) ...........................     17.61%           19.95%           10.79%           36.89%          (2.08)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998             1997             1996             1995             1994
- --------------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .....................      1.00%            1.00%            1.00%            1.00%            1.00%
    

Ratio of Net Investment Income
(Loss) to Average Net Assets ..............     (0.08)%           0.03%           (0.20)%          (0.30)%          (0.10)%

Portfolio Turnover Rate ...................       128%             107%              87%              87%              78%

Net Assets, End of Year (in millions) .....$   25,396       $   21,695       $   18,266       $   14,376       $   10,344
</TABLE>

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

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


    www.americancentury.com                   American Century Investments   25


   
SELECT FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998            1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........$   48.18       $   41.52       $   39.52       $   37.67       $   45.76
    

Income From Investment Operations
     Net Investment Income .................     0.12(1)         0.15(1)         0.20(1)         0.33(1)         0.40
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..     9.37           10.51            6.73            4.68           (3.59)

     Total From Investment Operations ......     9.49           10.66            6.93            5.01           (3.19)

Distributions
     From Net Investment Income ............    (0.20)          (0.32)          (0.27)          (0.28)          (0.43)
     From Net Realized Gains on
        Investment Transactions ............    (7.93)          (3.68)          (4.66)          (2.75)          (4.47)
     In Excess of Net Realized Gains .......     --              --              --             (0.13)           --

     Total Distributions ...................    (8.13)          (4.00)          (4.93)          (3.16)          (4.90)

Net Asset Value, End of Year ...............$   49.54       $   48.18       $   41.52       $   39.52       $   37.67

Total Return(2) ............................    22.96%          27.89%          19.76%          15.02%          (7.37)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998            1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%           1.00%           1.00%           1.00%           1.00%
    

Ratio of Net Investment Income
to Average Net Assets ......................     0.25%           0.33%           0.50%           0.90%           1.00%

Portfolio Turnover Rate ....................      165%             94%            105%            106%            126%

Net Assets, End of Year (in millions) ......$   5,591       $   4,769       $   4,039       $   4,008       $   4,278
</TABLE>

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

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


   
26       American Century Investments                          1-800-345-3533


VISTA FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998           1997            1996           1995             1994 
- --------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........$   14.53      $   15.68       $   15.73       $   10.94       $   12.24
    

Income From Investment Operations
     Net Investment Loss ...................    (0.05)(1)      (0.10)(1)       (0.11)(1)       (0.08)(1)       (0.08)
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..    (4.41)          0.13            1.09            4.90            0.45

     Total From Investment Operations ......    (4.46)          0.03            0.98            4.82            0.37

Distributions
     From Net Realized Gains on
        Investment Transactions ............    (0.80)         (1.18)          (1.02)          (0.03)          (1.66)
     In Excess of Net Realized Gains .......     --             --             (0.01)           --             (0.01)

     Total Distributions ...................    (0.80)         (1.18)          (1.03)          (0.03)          (1.67)

Net Asset Value, End of Year ...............$    9.27      $   14.53       $   15.68       $   15.73       $   10.94

Total Return(2) ............................   (31.94)%         0.29%           6.96%          44.20%           4.16%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998           1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%          1.00%           0.99%           0.98%           1.00%
    

Ratio of Net Investment Loss
to Average Net Assets ......................    (0.42)%        (0.73)%         (0.70)%         (0.60)%         (0.80)%

Portfolio Turnover Rate ....................      229%            96%             91%             89%            111%

Net Assets, End of Year (in millions) ......$     895      $   1,828       $   2,276       $   1,676       $     792
</TABLE>

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

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


    www.americancentury.com                   American Century Investments   27


   
HERITAGE FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998           1997            1996          1995            1994
    

- ------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>           <C>             <C>      
Net Asset Value, Beginning of Period .......$   10.07      $    9.91       $   10.07     $    9.53       $   10.00

Net Asset Value, Beginning of Year .........$   14.86      $   12.24       $   11.75     $   10.32       $   11.03
Income From Investment Operations
     Net Investment Income .................     0.03(1)        0.01(1)        --(1)          0.05(1)         0.07
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..    (2.14)          3.41            1.15          1.96           (0.21)

     Total From Investment Operations ......    (2.11)          3.42            1.15          2.01           (0.14)

Distributions
     From Net Investment Income ............    (0.07)         (0.09)          (0.05)        (0.03)          (0.06)
     From Net Realized Gains on
        Investment Transactions ............    (2.70)         (0.71)          (0.61)        (0.52)          (0.50)
     In Excess of Net Realized Gains .......     --             --              --           (0.03)          (0.01)

     Total Distributions ...................    (2.77)         (0.80)          (0.66)        (0.58)          (0.57)

Net Asset Value, End of Year ...............$    9.98      $   14.86       $   12.24     $   11.75       $   10.32

Total Return(2) ............................   (15.87)%        29.56%          10.44%        21.04%          (1.13)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998           1997            1996          1995            1994
- --------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%          1.00%           0.99%         0.99%           1.00%
    

Ratio of Net Investment Income
to Average Net Assets ......................     0.29%          0.05%           --            0.50%           0.70%

Portfolio Turnover Rate ....................      148%            69%            122%          121%            136%

Net Assets, End of Year (in millions) ......$     978      $   1,321       $   1,083     $   1,008       $     897
</TABLE>

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

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


28       American Century Investments                           1-800-345-3533
    


NOTES


    www.americancentury.com                   American Century Investments   29


[back cover]

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the funds'  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
funds' performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the funds'  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

   
Investment Company Act File No. 811-0816
    

You also can get  information  about  the  funds  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

   
* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location
                           and hours.
    

* On the Internet          www.sec.gov

   
* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying
                           the documents.)
    


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

   
                          AMERICAN CENTURY INVESTMENTS
                               P.O. Box 419385
                       Kansas City, Missouri 64141-6385
                        1-800-345-3533 or 816-531-5575
    

9902
SH-PRS-14876
<PAGE>
[front cover]

   
                                AMERICAN CENTURY

                                   Prospectus

                                                                    Growth Fund
                                                                     Ultra Fund
                                                                    Select Fund
                                                                     Vista Fund
                                                                  Heritage Fund
    

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


   
MARCH 1, 1999
INSTITUTIONAL CLASS

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

Distributed by Funds Distributor, Inc.


[inside front cover]

Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the funds and tracking  your
investments. Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

     *   The funds' primary investments and risks

     *   A description of who may or may not want to invest in the funds

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the funds' benchmarks

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:
        *  Growth                                *   Aggressive
        *  Growth and Income                     *   Moderate
        *  Income                                *   Conservative
        *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our Investing with American Century brochure,  our Service  Representatives  are
available  weekdays,  8 a.m. to 5 p.m.,  Central time.  Our toll-free  number is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                      Sincerely,

                                      /s/Mark Killen
                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.

[left margin]

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

                               American Century
                                  Investments

                                P.O. Box 419385
                                Kansas City, MO
                                  64141-6385


TABLE OF CONTENTS

An Overview of the Funds ..................................................    2
Fees and Expenses .........................................................    3
Information about the Funds ...............................................    4
     Growth Fund
     Ultra Fund
     Select Fund
     Vista Fund
     Heritage Fund
Management ................................................................    8
Investing with American Century ...........................................   12
Share Price and Distributions .............................................   16
Taxes .....................................................................   17
Multiple Class Information ................................................   18
Financial Highlights ......................................................   19
Performance Information of Other Class ....................................   25
    
[left margin]

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

[graphic of hand with index  finger  pointing]  This symbol  highlights  special
information and helpful tips.


                          American Century Investments


AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT GOALS?

These funds seek long-term capital growth.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

   
The funds look for common stocks of growing companies. The basis of the strategy
used by these  funds is that,  over the long  term,  stocks  of  companies  with
earnings and revenue  growth have a greater  than average  chance to increase in
value over time. A more  detailed  description  of American  Century's  "growth"
investment style begins on page 4.

The funds' principal risks include
    

*  Market  Risk--The  value of a fund's  shares will go up and down based on the
   performance  of the  companies  whose  securities  it owns and other  factors
   affecting the securities market generally.

*  Price Volatility--The value of the funds' shares may fluctuate  significantly
   in the short term.

*  Principal  Loss--As with all mutual funds, if you sell your shares when their
   value is less than the price you paid, you will lose money.

WHO may WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking long-term capital growth from your investment

*  comfortable with the funds' short-term price volatility

*  comfortable with the risks associated with the funds' investment strategy

*  investing through an IRA or other tax-advantaged retirement plan

WHO may not WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  seeking current income from your investment

*  investing for a short period of time

*  uncomfortable with short-term volatility in the value of your investment

   
[graphic of hand with index finger pointing] An investment in the funds is not a
bank  deposit,  and it is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation (FDIC) or any other government agency.


2        American Century Investments                            1-800-345-3533
    


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

   
*  to exchange into the Institutional Class shares of other American Century
   funds
    

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the funds.

ANNUAL OPERATING EXPENSES (expenses that are deducted from fund assets)

          Management  Distribution and      Other        Total Annual Fund
          Fee         Service (12b-1) Fees  Expenses(1)  Operating Expenses
- --------------------------------------------------------------------------------
Growth    0.80%       None                  0.00%        0.80%
- --------------------------------------------------------------------------------
Ultra     0.80%       None                  0.00%        0.80%
- --------------------------------------------------------------------------------
Select    0.80%       None                  0.00%        0.80%
- --------------------------------------------------------------------------------
Vista     0.80%       None                  0.00%        0.80%
- --------------------------------------------------------------------------------
Heritage  0.80%       None                  0.00%        0.80%

(1) Other  expenses,   which  include  the  fees  and  expenses  of  the  funds'
    independent  directors,  their legal  counsel,  interest  and  extraordinary
    expenses, were less than 0.005% for the most recent fiscal year.

EXAMPLE

   
The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .
    

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

   
*  earn a 5% return each year

*  incur the same operating expenses as shown above

 . . . your cost of investing in the fund would be:

            1 year      3 years      5 years        10 years
- --------------------------------------------------------------------------------
Growth      $82         $255         $443           $987
- --------------------------------------------------------------------------------
Ultra       $82         $255         $443           $987
- --------------------------------------------------------------------------------
Select      $82         $255         $443           $987
- --------------------------------------------------------------------------------
Vista       $82         $255         $443           $987
- --------------------------------------------------------------------------------
Heritage    $82         $255         $443           $987

Use this example to compare the costs of  investing  in other funds.  Of course,
your actual costs may be higher or lower.
    


     www.americancentury.com                   American Century Investments   3


INFORMATION ABOUT THE FUNDS

   
GROWTH FUND
ULTRA FUND
SELECT FUND
VISTA FUND
HERITAGE FUND
    

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek long-term capital growth.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

The fund managers  look for stocks of companies  that they believe will increase
in value over time,  using a growth  investment  strategy  developed by American
Century.  This strategy  looks for companies with earnings and revenues that are
not only growing, but growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies with  accelerating  earnings and revenues have a  greater-than-average
chance to increase in value.

The  managers  use a bottom-up  approach to select  stocks to buy for the funds.
That means they first look for strong,  growing  companies to invest in,  rather
than simply buying any company in a growing  industry or sector.  Using American
Century's extensive computer database,  the managers track financial information
for  thousands of companies to identify  trends in the  companies'  earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
accelerating growth, and to sell stocks of companies whose growth begins to slow
down.

Although most of the funds' assets will be invested in U.S. companies,  there is
no limit on the amount of assets the funds can invest in foreign companies. Most
of the funds' foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the funds' Statement of Additional Information

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the funds  essentially  fully invested in stocks regardless of the movement
of stock prices  generally.  When the managers  believe that it is prudent,  the
funds may invest a portion of their assets in  convertible  securities,  foreign
securities, short-term instruments,  non-leveraged stock index futures contracts
and  other  similar  securities.  Stock  index  futures  contracts,  a  type  of
derivative  security,  can help the  funds'  cash  assets  remain  liquid  while
performing  more like  stocks.  The funds have a policy  governing  stock  index
futures and similar derivative securities to help manage the risk of these types
of investments.  For example,  the managers cannot leverage the funds' assets by
investing in a derivative  security.  A complete  description of the derivatives
policy is included in the Statement of Additional Information.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

[left margin]

[graphic of hand with index finger pointing]  Accelerating  growth is shown, for
example,  by growth  that is faster this  quarter  than last or faster this year
than the year before.


4        American Century Investments                            1-800-345-3533


WHAT KINDS OF SECURITIES DO THE FUNDS BUY?

   
The funds will usually purchase common stocks of U.S. and foreign companies, but
they can  purchase  other types of  securities  as well,  such as  domestic  and
foreign preferred stocks, convertible securities,  equity equivalent securities,
notes,  bonds and other debt securities.  The funds limit their purchase of debt
securities to investment-grade obligations.
    

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

*  Growth, Ultra and Select generally invest in larger companies,  although they
   may  purchase  companies  of  any  size.  Companies  considered  to be  large
   generally have a MARKET CAPITALIZATION in excess of $5 billion.

   
*  Vista and Heritage  generally invest in medium-sized  and smaller  companies,
   although they may purchase companies of any size.  Companies considered to be
   medium sized generally have a market capitalization between $1 billion and $6
   billion,  and smaller companies generally have a market  capitalization below
   $1 billion.
    

*  Eighty  percent  (80%)  of  Select's  and 60% of  Heritage's  assets  must be
   invested in  securities  of  companies  that pay regular  dividends,  or have
   committed to pay dividends,  or otherwise  produce income.  This reflects the
   funds'  strategy to invest most of their assets in stocks of  companies  that
   are successful  enough to pay  dividends.  The amount of dividends may not be
   significant,  however,  since  stocks are not picked based upon the amount of
   income they  produce.  The  remaining  20% of Select's and 40% of  Heritage's
   assets may be  invested  in any other  permissible  securities  that the fund
   managers believe will help the funds achieve their objectives.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

   
The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if the company's earnings or revenues decline.  While
the managers believe this strategy provides substantial  appreciation  potential
over the long  term,  in the short term it can  create a  significant  amount of
share price volatility.  This volatility can be greater than that of the average
stock fund.

As with all funds,  at any given time the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

Market  performance  tends to be cyclical,  and in the various  cycles,  certain
investment  styles may fall in and out of favor.  If the market is not  favoring
the funds' style,  the funds' gains may not be as big as, or their losses may be
bigger than, other equity funds using different investment styles.

Foreign  securities can have certain  unique risks,  including  fluctuations  in
currency exchange rates,  unstable  political and economic  structures,  reduced
availability of public information,  and lack of uniform financial reporting and
regulatory practices similar to those that apply to U.S. issuers.  These factors
make investing in foreign  securities  generally  riskier than investing in U.S.
stocks. To the extent the fund invests in foreign  securities,  the overall risk
of the fund could be affected.
    

[left margin]

MARKET CAPITALIZATION is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share.


    www.americancentury.com                    American Century Investments   5


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The following bar chart shows the performance of the funds'  Institutional Class
shares for each full  calendar  year in the life of the class.  It indicates the
volatility of the historical returns from year to year.
    

[bar chart - data below]

         Growth     Ultra      Select      Vista      Heritage
1998     37.12%     34.84%     35.93%     -13.98%      0.14%
1997                23.36%                 -8.54%

Highest and Lowest Quarterly Returns

   
The highest and lowest  returns of the funds'  Institutional  Class shares for a
calendar quarter during the period reflected by the above bar chart are provided
below to indicate the historical short-term  volatility.  Shareholders should be
aware,  however,  that these funds are intended for  investors  with a long-term
investment horizon and are not managed for short-term results.
    

[bar chart - data below]

                Lowest                  Highest
Growth      -7.89% 3Q 1998          20.55% 4Q 1998
Ultra      -11.71% 3Q 1998          23.03% 4Q 1998
Select      -7.40% 3Q 1998          22.40% 4Q 1998
Vista      -27.47% 3Q 1998          17.99% 3Q 1997
Heritage   -21.13% 3Q 1998          17.75% 4Q 1998

[left margin]

[graphic of hand with index finger pointing] The performance information on this
page is  designed to help you see how fund  returns can vary.  Keep in mind that
past performance does not predict how the funds will perform in the future.


6        American Century Investments                             1-800-345-3533


Average Annual Returns

   
The following table shows the average annual returns of the funds' Institutional
Class  shares  for the  periods  indicated  during  the life of the  class.  The
benchmarks are unmanaged  indices that have no operating  costs and are included
in the table for performance comparison.

For the calendar year
ended December 31, 1998                1 year           Life of Fund(1)
- --------------------------------------------------------------------------------
Growth                                 37.12%           30.50%
Russell 1000 Growth Index              38.71%           31.85%(2)
- --------------------------------------------------------------------------------
Ultra                                  34.84%           24.96%
S&P 500 Index                          28.68%           29.56%
- --------------------------------------------------------------------------------
Select                                 35.93%           34.66%
S&P 500 Index                          28.68%           30.21%
- --------------------------------------------------------------------------------
Vista                                  -13.98%          -10.70%
Russell 2500 Growth Index              3.10%            8.66%(3)
- --------------------------------------------------------------------------------
Heritage                               0.14%            3.96%
S&P Mid Cap 400 Index                  18.25%           22.34%

(1) The inception dates for the Institutional  Class of the funds are Growth and
    Heritage,  June 16,  1997;  Select,  March 13,  1997;  and Ultra and  Vista,
    November 14, 1996.

(2) Benchmark from June 30, 1997.

(3) Benchmark from November 30, 1996.
    

Performance Information of Other Class

   
The  original  class  of  shares  of  the  fund  was  the  Investor  Class.  The
Institutional  Class was not established  until 1996. For information  about the
historical performance of the original class of shares, see page 25.
    

[graphic  of  hand  with  index  finger   pointing]   For  current   performance
information,  please call us at 1-800-345-2021  or visit American  Century's Web
site at www.americancentury.com.


     www.americancentury.com                   American Century Investments  7


MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than two-thirds of the directors are independent of the funds' advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

   
For the  services it provided to the funds  during the most recent  fiscal year,
the advisor received a unified management fee of 0.80% of the average net assets
of the Institutional  Class of shares of each fund. The amount of the management
fee is calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
funds  except  brokerage  expenses,  taxes,  interest,  fees and expenses of the
independent directors (including legal counsel fees) and extraordinary expenses
    

THE FUND MANAGEMENT TEAMS

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers on the investment teams are identified below:
    

Growth

C. KIM GOODWIN

   
Ms. Goodwin,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Growth since  joining  American  Century in October 1997.
Before  joining  American  Century,  she  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. She has a bachelor of arts from Princeton  University and an
MBA in finance and a master's in public affairs from the University of Texas.
    

[left margin]

[graphic of hand with index finger pointing] CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.


8        American Century Investments                            1-800-345-3533


GREGORY J. WOODHAMS

   
Mr.  Woodhams,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Growth since he joined  American  Century in September 1997 as
an Investment  Analyst. He was promoted to Portfolio Manager for the Growth team
in May 1998.  Before joining American  Century,  he served as Vice President and
Director of Equity  Research for Texas  Commerce  Bank,  a  subsidiary  of Chase
Manhattan Bank. He has a bachelor's degree in economics from Rice University and
an M.A.  in  economics  from the  University  of  Wisconsin.  He is a  Chartered
Financial Analyst.
    

Ultra

JAMES E. STOWERS III

   
Mr. Stowers,  Chief  Executive  Officer and Portfolio  Manager,  joined American
Century  as  a   portfolio   manager  of  Ultra  and  other   American   Century
growth-oriented  funds in 1981.  He has a  bachelor's  degree  in  finance  from
Arizona State University.
    

JOHN R. SYKORA

   
Mr. Sykora, Vice President and Portfolio Manager,  has been a member of the team
that manages Ultra since August 1997. He joined American  Century in May 1994 as
an Investment Analyst. Before joining American Century, he served as a Financial
Analyst for Business Men's Assurance Company of America,  Kansas City, Missouri,
from August 1993 to April 1994. He has a bachelor's degree in accounting finance
and an  MBA  in  finance  from  Michigan  State  University.  He is a  Chartered
Financial Analyst.
    

BRUCE A. WIMBERLY

   
Mr.  Wimberly,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Ultra since July 1996. He joined American Century in September
1994 as an Investment  Analyst.  Before joining  American  Century,  he attended
Kellogg Graduate School of Management, Northwestern University, from August 1992
to August  1994,  where he obtained his MBA. He also has a bachelor of arts from
Middlebury College.

JOHN SMALL JR.

Mr. Small, Portfolio Manager, has been a member of the team that manages Ultra
since September 1994 and was promoted to Portfolio Manager in February 1999. He
joined American Century in May 1991. He has more than 20 years experience with
the U.S. Air Force. He has a bachelor's degree from Rockford College and a
master's degree from the Air Force Institute of Technology. He also has an MBA
from Baker University.
    

Select

JEAN C. LEDFORD

   
Ms. Ledford,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Select since  joining  American  Century in January 1997.
Prior to  joining  American  Century,  she  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. She has a bachelor of arts and
an MBA in finance from the University of Wisconsin. She is a Chartered Financial
Analyst.
    

RICHARD S. WELSH

   
Mr. Welsh,  Portfolio Manager, has been a member of the team that manages Select
since May 1998. He joined American  Century in August 1994 as an Equity Research
Analyst and was promoted to Investment Analyst in January 1997. Prior to joining
American  Century,  he served  as Equity  Research  Analyst  for Brown  Brothers
Harriman  &  Company.  He has a  bachelor's  degree  in  economics  from  Boston
University and an MBA in finance and accounting from New York University.
    


     www.americancentury.com                   American Century Investments   9


Vista

ARNOLD K. DOUVILLE

   
Mr.  Douville,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Vista since joining American Century in November 1997.  Before
joining  American  Century,  he served as Senior  Portfolio  Manager  for Munder
Capital  Management  from  September  1989 to October  1997. He has a bachelor's
degree in  economics  from the U.S.  Air Force  Academy  and an MBA in  finance,
statistics and economics from the University of Chicago.
    

GLENN A. FOGLE

Mr. Fogle, Vice President and Portfolio Manager, has been a member of the team
that manages Vista since March 1993. He joined American Century in September
1990 as an Investment Analyst. He has a bachelor of arts and an MBA in finance
from Texas Christian University. He is a Chartered Financial Analyst.

Heritage

HAROLD S. BRADLEY

   
Mr. Bradley,  Senior Vice President and Portfolio Manager,  has been a member of
the team that manages  Heritage since March 1998. He joined American  Century in
1988 and for the past 10 years  has  managed  the  global  equity,  futures  and
foreign exchange trading  activities for American Century.  He has a bachelor of
arts from Marquette University.
    

LINDA K. PETERSON

   
Ms.  Peterson,  Portfolio  Manager,  has been a member of the team that  manages
Heritage since March 1998. She joined American Century in 1986. She served as an
Investment  Analyst  for  American  Century's   growth-oriented   equity  funds,
including  Heritage,  from April 1994 until  February 1998. She has a bachelor's
degree in  finance  from the  University  of  Northern  Iowa and an MBA from the
University of Missouri-Kansas City. She is a Chartered Financial Analyst.
    


10        American Century Investments                           1-800-345-3533


FUNDAMENTAL INVESTMENT POLICIES

Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


    www.americancentury.com                   American Century Investments   11


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

The  Institutional  Class  shares  are  made  available  for  purchase  by large
institutional  shareholders,  such  as  bank  trust  departments,  corporations,
retirement plans,  endowments,  foundations and financial advisors that meet the
funds'  minimum  investment  requirements.  Institutional  Class  shares are not
available for purchase by insurance  companies for variable annuity and variable
life products.

MINIMUM INITIAL INVESTMENT AMOUNTS

The minimum investment is $5 million ($3 million for endowments and foundations)
per fund.  If you invest with us through a 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).  In addition,  financial  intermediaries  or plan
recordkeepers   may  require   retirement  plans  to  meet  certain   additional
requirements, such as plan size or a minimum level of assets per participant, in
order to be eligible to purchase Institutional Class shares.

REDEMPTION OF SHARES IN BELOW-MINIMUM ACCOUNTS

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.

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.


12        American Century Investments                           1-800-345-3533


WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE
Service Representative
1-800-345-3533

[graphic of telephone]

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us if you have authorized us to invest from your bank account.

SELL SHARES

Call a Service Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419385
Kansas City, MO 64141-6385

Fax
816-340-4655

[graphic of envelope]

OPEN AN ACCOUNT

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us written instructions or a redemption form to sell shares. Call a Service
Representative to request a form.

- --------------------------------------------------------------------------------
BY WIRE
[graphic of hand with index finger pointing] Please remember that if you request
redemptions by wire, $10 will be deducted from the amount redeemed.
Your bank also may charge a fee.

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918
* The fund name
* Your American Century account number+ 
* Your name 
* The contribution year (for IRAs only) 
+ For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not applicable.

- --------------------------------------------------------------------------------
AUTOMATICALLY

[graphic of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written  instructions to set up an automatic exchange of shares from one
American Century account to another.

MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.


    www.americancentury.com                   American Century Investments   13


   
ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.
    


14        American Century Investments                           1-800-345-3533


INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you  own or are  considering  purchasing  fund  shares  through  a  financial
intermediary or a retirement plan, your ability to purchase, exchange and redeem
shares will depend on the policies of that entity.  Some policy  differences may
include

*  minimum investment requirements

*  exchange policies

*  fund choices

   
*  cutoff time for investments
    

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track the time investment orders are received. The funds have authorized
those  intermediaries  to accept  orders on their behalf up to the time at which
the net asset value is determined.  If those orders are  transmitted to American
Century and paid for in accordance with the contract, they will be priced at the
net asset value next determined  after your request is received in good order by
the intermediary on a fund's behalf.
    

[left margin]

[graphic of hand with index finger pointing]  Financial  intermediaries  include
banks, broker-dealers, insurance companies and investment advisors.


    www.americancentury.com                   American Century Investments   15


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE (NAV) of the funds as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when a fund's NAV is not calculated.  So, the value of a fund's portfolio may be
affected on days when you can't purchase or redeem shares of the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

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 funds'  procedures
or any  contractual  arrangements  with the funds or the funds'  distributor  in
order for you to receive that day's price.
    

DISTRIBUTIONS

   
Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment  securities.  Each fund generally pays distributions from
net income and capital  gains,  if any,  once a year in December.  They may make
more frequent  distributions  if necessary to comply with Internal  Revenue Code
provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem. If you redeem all shares, we will include any distribution received with
your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

[left margin]

The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.


16        American Century Investments                           1-800-345-3533


TAXES

   
The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received  or  capital  gains  they  have  generated   through  their  investment
activities.  Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:
    

Type of Distribution      Tax Rate for 15% Bracket    Tax Rate for 28% Bracket
                                                      or above
- --------------------------------------------------------------------------------
Short-term capital gains  Ordinary income rate        Ordinary income rate
- --------------------------------------------------------------------------------
Long-term capital gains   10%                         20%

   
The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

   
Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.
    

[left margin]

BUYING A DIVIDEND

Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.


    www.americancentury.com                   American Century Investments   17


MULTIPLE CLASS INFORMATION

   
American   Century   offers  three  classes  of  the  funds:   Investor   Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
Institutional Class shares and are offered primarily to institutional  investors
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans, or through banks, broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The funds may offer a different  class of
shares primarily to institutional  investors through institutional  distribution
channels,  such as  employer-  sponsored  retirement  plans,  or through  banks,
broker-dealers and insurance  companies.  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 advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the 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.
    


18       American Century Investments                           1-800-345-3533


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.

On a per-share basis, each table includes as appropriate
    

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to shareholders

* share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate

* Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions

* Expense Ratio--operating expenses as a percentage of average net assets

* Net Income Ratio--net investment income as a percentage of average net assets

* Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the year ended October 31, 1998, which are incorporated by reference
into the Statement of Additional Information and are available upon request.
    


    www.americancentury.com                   American Century Investments   19


   
GROWTH FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                       1998             1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .........     $  27.88         $  25.75
    

Income From Investment Operations
     Net Investment Income(2) ................         0.05             0.01
     Net Realized and Unrealized Gain
        on Investment Transactions ...........         4.34             2.12

     Total From Investment Operations ........         4.39             2.13

Distributions
     From Net Realized Gains on
        Investment Transactions ..............        (4.19)            --

Net Asset Value, End of Period ...............     $  28.08         $  27.88

Total Return(3) ..............................        18.77%            8.27%

   
RATIOS/SUPPLEMENTAL DATA
                                                       1998             1997(1)
- --------------------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets ........................         0.18%            0.07%(4)
    

Portfolio Turnover Rate ......................          126%              75%

Net Assets, End of Period (in thousands) .....     $    465         $    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 returns for periods less than one year are not
    annualized.

(4) Annualized.


20       American Century Investments                           1-800-345-3533


   
ULTRA FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                       1998             1997(1)
- -------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ........    $    33.53       $    30.78
    

Income From Investment Operations
     Net Investment Income(2) ...............          0.03             0.06
     Net Realized and Unrealized Gain
        on Investment Transactions ..........          4.72             4.38

     Total From Investment Operations .......          4.75             4.44

Distributions
     From Net Investment Income .............         (0.09)            --
     From Net Realized Gains
        on Investment Transactions ..........         (7.07)           (1.69)

     Total Distributions ....................         (7.16)           (1.69)

Net Asset Value, End of Period ..............    $    31.12       $    33.53

Total Return(3) .............................         17.85%           15.28%

   
RATIOS/SUPPLEMENTAL DATA
                                                       1998             1997(1)
- -------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .......................          0.80%            0.80%(4)
    

Ratio of Net Investment Income
to Average Net Assets .......................          0.12%            0.23%(4)

Portfolio Turnover Rate .....................           128%             107%

Net Assets, End of Period (in thousands) ....    $   36,065       $      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 for periods less than one year are not
    annualized.

(4) Annualized.


    www.americancentury.com                   American Century Investments   21


   
SELECT FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                        1998            1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .........    $    48.24      $    40.56
    

Income From Investment Operations
     Net Investment Income(2) ................          0.22            0.13
     Net Realized and Unrealized Gain
        on Investment Transactions ...........          9.37            7.55

     Total From Investment Operations ........          9.59            7.68

Distributions
     From Net Investment Income ..............         (0.27)           --
     From Net Realized Gains on
        Investment Transactions ..............         (7.93)           --

     Total Distributions .....................         (8.20)           --

Net Asset Value, End of Period ...............    $    49.63      $    48.24

Total Return(3) ..............................         23.22%          18.93%

   
RATIOS/SUPPLEMENTAL DATA
                                                        1998            1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ........................          0.80%           0.80%(4)
    

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

Portfolio Turnover Rate ......................           165%             94%

Net Assets, End of Period (in thousands) .....    $      173      $   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 returns for periods less than one year are not
    annualized.

(4) Annualized.


22       American Century Investments                           1-800-345-3533


   
VISTA FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                       1998         1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ........    $     14.56     $       15.73
    

Income From Investment Operations
    Net Investment Loss(2) ..................          (0.01)            (0.07)
    Net Realized and Unrealized Gain
       (Loss) on Investment Transactions ....          (4.43)             0.08

    Total From Investment Operations ........          (4.44)             0.01

Distributions
    From Net Realized Gains
       on Investment Transactions ...........          (0.80)            (1.18)

Net Asset Value, End of Period ..............    $      9.32     $       14.56

Total Return(3) .............................         (31.72)%            0.17%

   
RATIOS/SUPPLEMENTAL DATA
                                                     1998              1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .......................           0.80%           0.80%(4)
    

Ratio of Net Investment Loss
to Average Net Assets .......................         (0.22)%         (0.53)%(4)

Portfolio Turnover Rate .....................            229%             96%

Net Assets, End of Period (in thousands) ....    $     60        $       13,581

(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 returns for periods less than one year are not
    annualized.

(4) Annualized.


    www.americancentury.com                   American Century Investments   23


   
HERITAGE FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                       1998             1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .........     $  14.87         $  13.60
    

Income From Investment Operations
     Net Investment Income(2) ................         0.06             0.01
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ....        (2.14)            1.26

     Total From Investment Operations ........        (2.08)            1.27

Distributions
     From Net Investment Income ..............        (0.09)            --
     From Net Realized Gains
        on Investment Transactions ...........        (2.70)            --

     Total Distributions .....................        (2.79)            --

Net Asset Value, End of Period ...............     $  10.00         $  14.87

Total Return(3) ..............................       (15.67)%           9.34%

   
RATIOS/SUPPLEMENTAL DATA
                                                       1998             1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ........................         0.80%            0.80%(4)
    

Ratio of Net Investment Income
to Average Net Assets ........................         0.49%            0.21%(4)

Portfolio Turnover Rate ......................          148%              69%

Net Assets, End of Period (in thousands) .....     $     70         $    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 returns for periods less than one year are not
    annualized.

(4) Annualized.


24       American Century Investments                           1-800-345-3533


PERFORMANCE INFORMATION OF OTHER CLASS

   
The following  financial  information is provided to show the performance of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense  ratio  that is  0.20%  higher  than  the  Institutional  Class.  If the
Institutional Class existed during the periods presented,  its performance would
have been higher because of the lower expense.

The tables on the next few pages  itemize  what  contributed  to the  changes in
share price  during the period.  They also show  changes in share price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, each table includes as appropriate
    

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to shareholders

* share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate

* Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions

* Expense Ratio--operating expenses as a percentage of average net assets

* Net Income Ratio--net investment income as a percentage of average net assets

* Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the year ended October 31, 1998, which are incorporated by reference
into the Statement of Additional Information and are available upon request.
    


     www.americancentury.com                   American Century Investments   25

   
GROWTH FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                1998            1997            1996            1995            1994
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year ........$   27.86       $   22.21       $   23.88       $   22.99       $   25.27
    

Income From Investment Operations
     Net Investment Income (Loss) .........    (0.01)(1)        0.01(1)        (0.01)(1)        0.08(1)         0.06
     Net Realized and Unrealized Gain on
        Investment Transactions ...........     4.35            6.07            1.47            4.08            0.48

     Total From Investment Operations .....     4.34            6.08            1.46            4.16            0.54

Distributions
     From Net Investment Income ...........     --             (0.18)          (0.07)          (0.05)          (0.06)
     From Net Realized Gains on
        Investment Transactions ...........    (4.17)          (0.25)          (2.98)          (3.18)          (2.76)
     In Excess of Net Realized Gains ......     --              --             (0.08)          (0.04)           --

     Total Distributions ..................    (4.17)          (0.43)          (3.13)          (3.27)          (2.82)

Net Asset Value, End of Year ..............$   28.03       $   27.86       $   22.21       $   23.88       $   22.99

Total Return(2) ...........................    18.53%          27.85%           8.18%          22.31%           2.66%

   
RATIOS/SUPPLEMENTAL DATA
                                                1998            1997            1996            1995            1994
- ---------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .....................     1.00%           1.00%           1.00%           1.00%           1.00%
    

Ratio of Net Investment Income
(Loss) to Average Net Assets ..............    (0.02)%          0.02%          (0.10)%          0.40%           0.30%

Portfolio Turnover Rate ...................      126%             75%            122%            141%            100%

Net Assets, End of Year (in millions) .....$   6,097       $   5,113       $   4,765       $   5,130       $   4,363
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions,  if any.  Total  returns for  periods  less than one year are
    annualized.


26       American Century Investments                          1-800-345-3533


   
ULTRA FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998             1997             1996             1995             1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>              <C>       
Net Asset Value, Beginning of Year ........$    33.46       $    29.52       $    28.03       $    21.16       $    21.61
    

Income From Investment Operations
     Net Investment Income (Loss) .........     (0.02)(1)         0.01(1)         (0.05)(1)        (0.07)(1)        (0.03)
     Net Realized and Unrealized Gain
       (Loss) on Investment Transactions ..      4.70             5.62             2.84             7.58            (0.42)

     Total From Investment Operations .....      4.68             5.63             2.79             7.51            (0.45)

Distributions
     From Net Investment Income ...........     (0.01)            --               --               --               --
     From Net Realized Gains on
        Investment Transactions ...........     (7.07)           (1.69)           (1.19)           (0.64)            --
     In Excess of Net Realized Gains ......      --               --              (0.11)            --               --

     Total Distributions ..................     (7.08)           (1.69)           (1.30)           (0.64)            --

Net Asset Value, End of Year ..............$    31.06       $    33.46       $    29.52       $    28.03       $    21.16

Total Return(2) ...........................     17.61%           19.95%           10.79%           36.89%          (2.08)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998             1997             1996             1995             1994
- --------------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets .....................      1.00%            1.00%            1.00%            1.00%            1.00%
    

Ratio of Net Investment Income
(Loss) to Average Net Assets ..............     (0.08)%           0.03%           (0.20)%          (0.30)%          (0.10)%

Portfolio Turnover Rate ...................       128%             107%              87%              87%              78%

Net Assets, End of Year (in millions) .....$   25,396       $   21,695       $   18,266       $   14,376       $   10,344
</TABLE>

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

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


    www.americancentury.com                   American Century Investments   27


   
SELECT FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998            1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........$   48.18       $   41.52       $   39.52       $   37.67       $   45.76
    

Income From Investment Operations
     Net Investment Income .................     0.12(1)         0.15(1)         0.20(1)         0.33(1)         0.40
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..     9.37           10.51            6.73            4.68           (3.59)

     Total From Investment Operations ......     9.49           10.66            6.93            5.01           (3.19)

Distributions
     From Net Investment Income ............    (0.20)          (0.32)          (0.27)          (0.28)          (0.43)
     From Net Realized Gains on
        Investment Transactions ............    (7.93)          (3.68)          (4.66)          (2.75)          (4.47)
     In Excess of Net Realized Gains .......     --              --              --             (0.13)           --

     Total Distributions ...................    (8.13)          (4.00)          (4.93)          (3.16)          (4.90)

Net Asset Value, End of Year ...............$   49.54       $   48.18       $   41.52       $   39.52       $   37.67

Total Return(2) ............................    22.96%          27.89%          19.76%          15.02%          (7.37)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998            1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%           1.00%           1.00%           1.00%           1.00%
    

Ratio of Net Investment Income
to Average Net Assets ......................     0.25%           0.33%           0.50%           0.90%           1.00%

Portfolio Turnover Rate ....................      165%             94%            105%            106%            126%

Net Assets, End of Year (in millions) ......$   5,591       $   4,769       $   4,039       $   4,008       $   4,278
</TABLE>

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

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


28       American Century Investments                          1-800-345-3533


   
VISTA FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998           1997            1996           1995             1994 
- --------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........$   14.53      $   15.68       $   15.73       $   10.94       $   12.24
    

Income From Investment Operations
     Net Investment Loss ...................    (0.05)(1)      (0.10)(1)       (0.11)(1)       (0.08)(1)       (0.08)
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..    (4.41)          0.13            1.09            4.90            0.45

     Total From Investment Operations ......    (4.46)          0.03            0.98            4.82            0.37

Distributions
     From Net Realized Gains on
        Investment Transactions ............    (0.80)         (1.18)          (1.02)          (0.03)          (1.66)
     In Excess of Net Realized Gains .......     --             --             (0.01)           --             (0.01)

     Total Distributions ...................    (0.80)         (1.18)          (1.03)          (0.03)          (1.67)

Net Asset Value, End of Year ...............$    9.27      $   14.53       $   15.68       $   15.73       $   10.94

Total Return(2) ............................   (31.94)%         0.29%           6.96%          44.20%           4.16%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998           1997            1996            1995            1994
- ----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%          1.00%           0.99%           0.98%           1.00%
    

Ratio of Net Investment Loss
to Average Net Assets ......................    (0.42)%        (0.73)%         (0.70)%         (0.60)%         (0.80)%

Portfolio Turnover Rate ....................      229%            96%             91%             89%            111%

Net Assets, End of Year (in millions) ......$     895      $   1,828       $   2,276       $   1,676       $     792
</TABLE>

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

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


    www.americancentury.com                   American Century Investments   29


   
HERITAGE FUND

Investor Class
    

<TABLE>
<CAPTION>
   
For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA
                                                 1998           1997            1996          1995            1994
    

- ------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>           <C>             <C>      
Net Asset Value, Beginning of Period .......$   10.07      $    9.91       $   10.07     $    9.53       $   10.00

Net Asset Value, Beginning of Year .........$   14.86      $   12.24       $   11.75     $   10.32       $   11.03
Income From Investment Operations
     Net Investment Income .................     0.03(1)        0.01(1)        --(1)          0.05(1)         0.07
     Net Realized and Unrealized Gain
        (Loss) on Investment Transactions ..    (2.14)          3.41            1.15          1.96           (0.21)

     Total From Investment Operations ......    (2.11)          3.42            1.15          2.01           (0.14)

Distributions
     From Net Investment Income ............    (0.07)         (0.09)          (0.05)        (0.03)          (0.06)
     From Net Realized Gains on
        Investment Transactions ............    (2.70)         (0.71)          (0.61)        (0.52)          (0.50)
     In Excess of Net Realized Gains .......     --             --              --           (0.03)          (0.01)

     Total Distributions ...................    (2.77)         (0.80)          (0.66)        (0.58)          (0.57)

Net Asset Value, End of Year ...............$    9.98      $   14.86       $   12.24     $   11.75       $   10.32

Total Return(2) ............................   (15.87)%        29.56%          10.44%        21.04%          (1.13)%

   
RATIOS/SUPPLEMENTAL DATA
                                                 1998           1997            1996          1995            1994
- --------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ......................     1.00%          1.00%           0.99%         0.99%           1.00%
    

Ratio of Net Investment Income
to Average Net Assets ......................     0.29%          0.05%           --            0.50%           0.70%

Portfolio Turnover Rate ....................      148%            69%            122%          121%            136%

Net Assets, End of Year (in millions) ......$     978      $   1,321       $   1,083     $   1,008       $     897
</TABLE>

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

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



30        American Century Investments                           1-800-345-3533


   
NOTES
    


   www.americancentury.com                   American Century Investments   31


NOTES


32        American Century Investments                           1-800-345-3533


   
NOTES
    


    www.americancentury.com                   American Century Investments   33


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the funds'  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
funds' performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the funds'  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

Investment Company Act File No. 811-0816

You also can get  information  about  the  funds  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

   
* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location
                           and hours.
    

* On the Internet          www.sec.gov

   
* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying
                           the documents.)
    

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

   
                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419385
                        Kansas City, Missouri 64141-6385
                         1-800-345-3533 or 816-531-5575

9902
SH-PRS-14877
<PAGE>
    
[FRONT COVER]

   
                               American Century

                                  Prospectus

                             Giftrust(reg.sm) Fund
    

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


[LEFT MARGIN]

   
MARCH 1, 1999
INVESTOR CLASS

THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.

Distributed by
Funds Distributor, Inc.

[END LEFT MARGIN]


Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

     *   The fund's primary investments and risks

     *   A description of who may or may not want to invest in the fund

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the fund's benchmark

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:

    *  Growth                              *   Aggressive
    *  Growth and Income                   *   Moderate
    *  Income                              *   Conservative
    *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our  Investing  with  American   Century   brochure,   our  Investor   Relations
Representatives are available weekdays, 7 a.m. to 7 p.m., and Saturdays,  9 a.m.
to 2 p.m., Central time. Our toll-free number is 1-800-345-2021. We look forward
to helping you achieve your financial goals.

                                     Sincerely,

                                     /s/Mark Killen
                                     Mark Killen
                                     Senior Vice President
                                     American Century Investment Services, Inc.

[LEFT MARGIN]

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

                                American Century
                                  Investments

                                P.O. Box 419200
                                Kansas City, MO
                                  64141-6200

[END LEFT MARGIN]


TABLE OF CONTENTS

An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Management ................................................................    7
How to Invest in Giftrust .................................................    9
Managing the Account of a Matured Giftrust ................................   10
Share Price and Distributions .............................................   12
Taxes .....................................................................   13
Financial Highlights ......................................................   14
    
[LEFT MARGIN CALLOUT]

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

+ This symbol highlights special information and helpful tips.


                                                   American Century Investments


AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

This fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund looks for common stocks of growing,  small- to medium-sized  companies.
The basis of the strategy used by this fund is that, over the long term,  stocks
of companies with earnings and revenue growth have a greater than average chance
to  increase  in value  over  time.  A more  detailed  description  of  American
Century's "growth" investment style begins on page 4.

The fund's principal risks include:

   
*  Market  Risk--The value of the fund's shares will go up and down based on the
   performance  of the  companies  whose  securities  it owns and other  factors
   affecting the securities market generally.

*  Price Volatility--The value of the fund's shares may fluctuate  significantly
   in short term.
    

WHO MAY WANT TO INVEST IN THE FUND?

   
The fund may be a good  investment if you are looking for a unique way to give a
gift to a child or another individual.  You cannot establish or make investments
in a Giftrust for  yourself,  your spouse or an entity other than an  individual
(such as a corporation,  partnership or other profit or nonprofit  organization)
as a beneficiary.  Instead,  you must  establish an irrevocable  trust using the
Giftrust Agreement, which is part of the Giftrust Kit from American Century.
    

The  Giftrust  trustee  invests  your  gift in the fund for the  benefit  of the
beneficiary  you name under the Agreement.  The shares in a Giftrust are held in
trust 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 GIFTRUST IS  IRREVOCABLE.  BEFORE THE MATURITY DATE YOU
SPECIFY, NEITHER YOU NOR THE BENEFICIARY MAY AMEND THE TERMS OF THE TRUST IN ANY
WAY.

The beneficiary is not required to redeem the account when it reaches  maturity.
The  beneficiary  may redeem,  exchange or leave all or a portion of the account
proceeds in the Giftrust  after the term of the trust  expires.  But  additional
investments are not allowed, except for reinvestment of distributions.

WHO MAY NOT WANT TO INVEST IN THE FUND?

   
The fund is not a good investment if you are
    

*  uncomfortable giving up control over your gift

*  uncomfortable with the risks associated with the fund's investment strategy
   and its short-term volatility

   
*  intending  to make a gift that  qualifies  for the annual Gift Tax  exclusion
   (see "Gift Taxes" on page 13)
    

[LEFT MARGIN CALLOUT]

   
+ An  investment  in the fund is not a bank  deposit,  and it is not  insured or
  guaranteed by the Federal Deposit  Insurance  Corporation  (FDIC) or any other
  government agency.
    

[END LEFT MARGIN CALLOUT]


2       American Century Investments                             1-800-345-2021


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to establish a Giftrust account

*  to reinvest dividends in additional shares

*  for the  beneficiary  to exchange  into the  Investor  Class  shares of other
   American Century funds once the Giftrust has matured

   
The  following  tables  describe the fees and expenses  that a Giftrust will pay
during the life of the trust.

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

           Management   Distribution and       Other         Total Annual Fund
           Fee          Service (12b-1) Fees   Expenses(1)   Operating Expenses
- --------------------------------------------------------------------------------
Giftrust   1.00%        None                   0.00%         1.00%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
     independent  directors,  their legal  counsel,  interest and  extraordinary
     expenses, were less than 0.005% for the most recent fiscal year.
    

EXAMPLE

   
The  examples in the table  below are  intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds.
Assuming . . .
    

*  you establish a $10,000 Giftrust account

   
*  the account earns a 5% return each year
    

*  the same operating expenses shown above apply each year

   
 . . . the cost of investing in the fund would be:

                1 year           3 years          5 years         10 years
- --------------------------------------------------------------------------------
Giftrust        $102             $318             $551            $1,219
    

TRUST EXPENSES

Each Giftrust account for which the trustee files a tax return will be charged a
$10 fee to help  offset a  portion  of the cost of  preparing  the  return.  See
"Taxes" on page 13.

   
Additionally,  each maturing Giftrust account  established after March 31, 1996,
will be charged a $100  administrative  fee to help offset the costs incurred by
the trustee as a result of the Giftrust reaching maturity.
    

[LEFT MARGIN CALLOUT]

+ Use this example to compare the costs of investing in other funds.  Of course,
  your actual costs may be higher or lower.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments       3


INFORMATION ABOUT THE FUND

   
GIFTRUST FUND
    

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

   
The fund managers look for stocks of small- to medium-sized  companies that they
believe will  increase in value over time,  using a growth  investment  strategy
developed by American  Century.  This strategy looks for companies with earnings
and revenues that are growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies with  accelerating  earnings and revenues have a  greater-than-average
chance to increase in value.
    

The managers use a bottom-up approach to select stocks to buy for the fund. That
means they first look for strong,  growing  companies to invest in,  rather than
simply  buying any  company in a growing  industry  or  sector.  Using  American
Century's extensive computer database,  the managers track financial information
for  thousands of companies to identify  trends in the  companies'  earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
accelerating growth, and to sell stocks of companies whose growth begins to slow
down.

Although most of the fund's assets will be invested in U.S. companies,  there is
no limit on the amount of assets the fund can invest in foreign companies.  Most
of the fund's foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the fund's Statement of Additional Information.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the fund essentially fully invested in stocks regardless of the movement of
stock prices generally.  When the managers believe that it is prudent,  the fund
may  invest  a  portion  of  its  assets  in  convertible  securities,   foreign
securities, short-term instruments,  non-leveraged stock index futures contracts
and  other  similar  securities.  Stock  index  futures  contracts,  a  type  of
derivative  security,  can help the  fund's  cash  assets  remain  liquid  while
performing more like stocks. The fund has a policy governing stock index futures
and  similar  derivative  securities  to help  manage the risk of these types of
investments.  For example,  the managers  cannot  leverage the fund's  assets by
investing in a derivative  security.  A complete  description of the derivatives
policy is included in the Statement of Additional Information.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

   
Giftrust will usually purchase common stocks of small- to medium-sized  U.S. and
foreign  companies,  but it can  purchase  other  types of  securities  as well.
Companies considered to be small generally have a MARKET  CAPITALIZATION of less
than  $1  billion,   and   medium-sized   companies   generally  have  a  market
capitalization  between $1 billion and $5  billion.  The fund also may invest in
domestic and foreign preferred stocks, convertible securities, equity equivalent
securities, notes, bonds and other debt securities. The fund limits its purchase
of debt securities to investment-grade obligations.
    

[LEFT MARGIN CALLOUT]

+ Accelerating  growth is shown,  for  example,  by growth  that is faster  this
  quarter than last or faster this year than the year before.

MARKET  CAPITALIZATION  is the value of a company,  as determined by multiplying
the number of shares of stock it has  outstanding by the stock's  current market
price per share.

[END LEFT MARGIN CALLOUT]


4       American Century Investments                             1-800-345-2021


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

*  The minimum term of a Giftrust is 10 years. By the terms of the trust, a gift
   is irrevocable and will be held in the trust until its term expires.

*  The value of a Giftrust's shares depends on the value of the stocks and other
   securities it owns. The value of the individual securities that the fund owns
   will go up and down depending on the performance of the companies that issued
   them, general market and economic conditions, and investor confidence.

*  The fund managers may buy a large amount of a company's  stock  quickly,  and
   often  will  dispose  of it quickly if the  company's  earnings  or  revenues
   decline.  While the  managers  believe  this  strategy  provides  substantial
   appreciation  potential over the long term, in the short term it can create a
   significant amount of share price volatility.  This volatility can be greater
   than that of the average stock fund.

*  Because  Giftrust  generally  invests  in  smaller  companies  than  American
   Century's  similarly  managed growth equity funds (such as Growth,  Ultra and
   Select),  it may be more volatile,  and subject to greater  short-term  risk,
   than those funds.  Smaller  companies may have limited  financial  resources,
   product lines and markets, and their securities may trade less frequently and
   in more limited volumes than the securities of larger companies. In addition,
   smaller  companies may have less  publicly  available  information  and, when
   available, it may be inaccurate or incomplete.

   
*  As with all funds,  at any given time the value of shares of Giftrust  may be
   worth more or less than the price you paid.
    

*  Market performance tends to be cyclical,  and in the various cycles,  certain
   investment styles may fall in and out of favor. If the market is not favoring
   the fund's style, the fund's gains may not be as big as, or its losses may be
   bigger than, other equity funds using different investment styles.

   
*  Although the fund managers invest the fund's assets primarily in U.S. stocks,
   Giftrust can invest in securities of foreign  companies.  Foreign  securities
   can have certain unique risks,  including  fluctuations in currency  exchange
   rates,  unstable political and economic  structures,  reduced availability of
   public  information,  and lack of uniform financial  reporting and regulatory
   practices  similar to those that apply to U.S.  issuers.  These  factors make
   investing in foreign  securities  generally  riskier  than  investing in U.S.
   stocks.  To the extent the fund  invests in foreign  securities,  the overall
   risk of the fund could be affected.
    

In  summary,  Giftrust  is  intended  for  investors  who want to give a gift to
another  individual,  but want that gift to have the potential to grow over time
(at least 10 years) in a fund that seeks  long-term  capital  growth  through an
aggressive equity fund. Investors wanting to make such a gift must be willing to
give up control  over the gift and accept the risks  associated  with the fund's
investment strategy.


www.americancentury.com                    American Century Investments       5


FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the  performance  of the fund's shares for each of
the last 10 calendar years. It indicates the volatility of the fund's historical
returns from year to year.

[bar chart]
<TABLE>
 1998      1997      1996      1995      1994      1993      1992      1991      1990      1989
<S>        <C>      <C>       <C>       <C>       <C>       <C>       <C>        <C>      <C>   
- -13.09%   -1.20%    5.78%     38.32%    13.49%    31.41%    18.00%    84.91%    -16.96%   50.21%
</TABLE>

Highest and Lowest Quarterly Returns

   
The  highest  and lowest  returns of the  fund's  shares for a calendar  quarter
during the period  reflected by the  preceding  bar chart are provided  below to
indicate the fund's historical  short-term  volatility.  Shareholders  should be
aware,  however,  that trusts investing in Giftrust have a long-term  investment
horizon and is not managed for short-term results.
    

[bar chart]
                  Giftrust
Lowest Return     -30.74% 3Q 1990
Highest Return     33.88% 1Q 1991

Average Annual Returns

   
The following  table shows the average  annual  returns of the fund's shares for
the periods indicated during the life of the fund. The benchmark is an unmanaged
index that has no operating  costs and is included in the table for  performance
comparison.

For the calendar year ended December 31, 1998
                           1 year      5 years      10 years     Life of fund(1)
- --------------------------------------------------------------------------------
Giftrust                   -13.09%      7.35%        17.69%       16.58%
- --------------------------------------------------------------------------------
Russell 2000 Growth Index    1.23%     10.22%        11.54%        8.76%
    

(1) The inception date of Giftrust is November 30, 1983.

[LEFT MARGIN CALLOUT]

   
+ The performance  information on this page is designed to help you see how fund
  returns can vary. Keep in mind that past  performance does not predict how the
  fund will perform in the future.

+ For current performance information, please call us at 1-800-345-2021 or visit
  American Century's Web site at www.americancentury.com.
    

[END LEFT MARGIN CALLOUT]


6       American Century Investments                             1-800-345-2021


MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management  of the fund and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than  two-thirds of the directors are  independent  of the fund's  advisor;
that is, they are not employed by and have no financial interest in the advisor.
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

   
The advisor is responsible for managing the investment portfolio of the fund and
directing the purchase and sale of its investment  securities.  The advisor also
arranges for transfer agency,  custody and all other services  necessary for the
fund to operate.

For the services it provided to the fund during the most recent fiscal year, the
advisor  received a unified  management fee of 1.0% of the average net assets of
the fund. The amount of the management fee is calculated daily and paid monthly.
Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.
    

THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the fund. Teams meet regularly to review  portfolio  holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers on the investment team are identified below:
    

CHRISTOPHER K. BOYD

Mr. Boyd,  Vice President and Portfolio  Manager,  has been a member of the team
that manages Giftrust since rejoining American Century in January 1998. With the
exception of 1997, he has been with American Century since March 1988 and served
as a Portfolio  Manager  since  December  1992.  During 1997,  he was in private
practice  as an  investment  advisor.  He has a  bachelor  of  science  from the
University  of  Kansas  and an MBA from  Dartmouth  College.  He is a  Chartered
Financial Analyst.

JOHN D. SEITZER

   
Mr. Seitzer, Vice President and Portfolio Manager, has been a member of the team
that manages  Giftrust  since October 1993. He joined  American  Century in June
1993 as an  Investment  Analyst and was  promoted to  Portfolio  Manager in July
1996.  He has a bachelor's  degree in  accounting  and finance from Kansas State
University  and an MBA in finance  from  Indiana  University.  He is a Chartered
Financial Analyst and a Certified Public Accountant.
    

[LEFT MARGIN CALLOUT]

+ CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders  come before the interests of the people who manage the fund.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments       7


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


8       American Century Investments                             1-800-345-2021


   
HOW TO INVEST IN GIFTRUST
    

You must conduct  business in writing on a Giftrust account unless you establish
telephone  services.  Please  remember that the person  establishing  a Giftrust
account may make additional  gifts before it matures,  but gives up the right to
sell or exchange shares.  If you choose to do business in writing only, you must
provide written instructions to make additional gifts into the Giftrust account.
If you want to add services later,  you can complete an Investor Service Options
form.

- --------------------------------------------------------------------------------
BY TELEPHONE

   
Investor Relations
1-800-345-2021

Automated Information Line
1-800-345-8765 24 hours a day, seven days a week
    

[illustration of telephone]

OPEN AN ACCOUNT

   
The initial Giftrust account must be established in writing with an initial gift
of at least $500. Call us for a Giftrust Kit.
    

MAKE ADDITIONAL GIFTS

Call us if you have  authorized us to invest from your bank account.  Additional
gifts must be at least $50.

   
- --------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419200
Kansas City, MO 64141-6200
    

Fax
816-340-7962

[illustration of letter]

   
OPEN AN ACCOUNT
    

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions  to exchange  your shares  from  another  American
Century account into the Giftrust account.

MAKE ADDITIONAL GIFTS

Send your check or money order for at least $50 with an investment  slip or $250
without an investment  slip. If you don't have an investment  slip,  include the
name, address and account number to be credited on your check or money order.

- --------------------------------------------------------------------------------
BY WIRE

[illustration of wire machine]

OPEN AN ACCOUNT

Send  a  signed  and  completed  application.   Give  your  bank  the  following
information:

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       ACMF Account No. 2804918

* The fund name

* The American Century Giftrust account number

* Giftrust beneficiary's name

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

- --------------------------------------------------------------------------------
AUTOMATICALLY

[illustration of rotating arrows]

OPEN AN ACCOUNT

Not available.

MAKE ADDITIONAL INVESTMENTS

Select "Establish  Automatic  Investments" on your application to make automatic
gifts of shares on a regular  basis.  You must invest at least $600 per year per
account.

- --------------------------------------------------------------------------------
IN PERSON

[illustration of person]

If you prefer to handle your  transactions in person,  visit one of our Investor
Centers and a  representative  can help you open an account and make  additional
investments.

   
4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday - Friday    8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday
1665 Charleston Road
Mountain View, California               9445 East County Line Road, Suite A
8 a.m. to 5 p.m., Monday - Friday       Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday
    


www.americancentury.com                   American Century Investments       9


MANAGING THE ACCOUNT OF A MATURED GIFTRUST

   
The beneficiary  will be notified prior to the Giftrust  reaching  maturity.  At
that time,  the  Giftrust  shares  will be  transferred  to a  Giftrust  account
established in the sole name and Social Security number of the beneficiary.  The
beneficiary  can decide to do business  either in writing only or with telephone
services.  Once a Giftrust matures,  no additional  investments may be made into
the Giftrust account.
    

If in writing  only  service  is  established  once the  Giftrust  matures,  the
beneficiary  will need to provide written  instructions in order to exchange and
redeem Giftrust shares. The beneficiary must sign transaction instructions (with
signature guaranteed for redemptions in excess of $100,000).  If the beneficiary
wants to add services later, he or she can complete an Investor  Service Options
form.

- --------------------------------------------------------------------------------
BY TELEPHONE

   
Investor Relations
1-800-345-2021

Automated Information Line
1-800-345-8765 24 hours a day, seven days a week
    

[illustration of telephone]

EXCHANGE SHARES

   
Call us or use our  Automated  Information  Line if we have been  authorized  to
accept telephone instructions.
    

SELL SHARES

   
Call an Investor Relations Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419200
Kansas City, MO 64141-6200
    

Fax
816-340-7962

[illustration of letter]

EXCHANGE SHARES

   
Send us written  instructions  to exchange  shares from the Giftrust  account to
another American Century fund.
    

SELL SHARES

   
Send us  written  instructions  or a  redemption  form to sell  shares.  Call an
Investor Relations Representative to request a form.
    

- --------------------------------------------------------------------------------
ONLINE

www.americancentury.com

[illustration of computer]

EXCHANGE SHARES

Exchange shares into another American Century account.

SELL SHARES

Not available.


10      American Century Investments                             1-800-345-2021


   
A NOTE ABOUT MAILINGS TO SHAREHOLDERS
    

To reduce expenses and demonstrate respect for our environment,  we will deliver
most financial  reports,  prospectuses and account statements to households in a
single  envelope,  even if the accounts are registered  under  different  names.
These will be sent to the  beneficiary's  address.  If you would like additional
copies of  financial  reports and  prospectuses  or separate  mailing of account
statements, please call us.

- --------------------------------------------------------------------------------
BY WIRE

   
+ If the beneficiary requests redemptions by wire, $10 will be deducted from the
  amount wired. Your bank also may charge a fee.
    

[illustration of wire machine]

EXCHANGE SHARES

Not available.

SELL SHARES

   
A beneficiary can receive  redemption  proceeds by wire or electronic  transfer.
(This service is not available if the  beneficiary  has chosen to do business in
writing only.)
    

- --------------------------------------------------------------------------------
AUTOMATICALLY

[illustration of rotating arrows]

EXCHANGE SHARES

Send us written instructions to set up an automatic exchange of your shares from
the Giftrust account to another American Century account.

SELL SHARES

   
If the  beneficiary  has at least  $10,000 in his or her  account,  you may sell
shares  automatically  by establishing a Check-A-Month  or Automatic  Redemption
plans.
    

- --------------------------------------------------------------------------------
IN PERSON

[illustration of person]

If you prefer to handle your  transactions in person,  visit one of our Investor
Centers and a representative can help you sell or exchange shares.


   
4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday - Friday    8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday
1665 Charleston Road
Mountain View, California               9445 East County Line Road, Suite A
8 a.m. to 5 p.m., Monday - Friday       Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday


www.americancentury.com                   American Century Investments      11


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the Exchange is not open,
we do not  calculate  the NAV. The NAV of the fund share is the current value of
the fund's assets,  minus any liabilities,  divided by the number of fund shares
outstanding.

If current prices of securities owned by the fund are not readily available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when the fund's NAV is not calculated. So, the value of the fund's portfolio may
be affected on days when shares of the fund can't be purchased or redeemed.

We will price your gift, or an exchange or redemption by the beneficiary, at the
NAV next determined after we receive the transaction request in good order.

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment securities. Giftrust generally pays distributions of ordinary
income and capital  gains,  if any,  once a year in December.  The fund may make
more frequent  distributions  if necessary to comply with Internal  Revenue Code
provisions.  Distributions  are  required  to  be  reinvested  automatically  in
additional shares.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.
    

[LEFT MARGIN CALLOUTS]

The NET ASSET VALUE of the fund is the price of its shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

[END OF LEFT MARGIN CALLOUTS]


12      American Century Investments                             1-800-345-2021


TAXES

   
The  following  is only a  summary  of the tax law  effects  of  establishing  a
Giftrust  account.  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.  Distributions by the fund will impact the amount of
taxes paid by the trust.  Distributions  may  consist of dividend  and  interest
income the fund receives on its  investments  or capital gains it generates as a
result of the sale of its securities.
    

Taxability of Distributions

   
Distributions   of  income  are  taxable  to  the  trust  as  ordinary   income.
Distributions of capital gains are classified  either as short term or long term
and are taxed as follows:
    

<TABLE>
   
Type of Distribution       Tax Rate for 15% Bracket       Tax Rate for 28% Bracket or above
- ---------------------------------------------------------------------------------------------
<S>                        <C>                            <C>
Short-term capital gains   Ordinary income rate           Ordinary income rate
- ---------------------------------------------------------------------------------------------
Long-term capital gains    10%                            20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund  held  the  underlying  security  that  was  sold,  not by how long the
Giftrust  has been in  existence.  No  federal  income tax is due from the trust
unless its income exceeds  approximately $100 in a year.  Distributions also may
be subject to state and local taxes. The trustee files all state and federal tax
returns and pays the taxes by redeeming  the  appropriate  number of shares from
the  trust.  A $10 fee is  charged  to the trust  for each year a tax  return is
filed. This also is done by redeeming shares from the trust.
    

Taxes on Transactions

   
Redemptions  by  beneficiaries  once  the  Giftrust  has  matured  --  including
exchanges to other  American  Century funds -- are subject to capital gains tax.
Based on current tax law,  which is subject to change,  gains or losses would be
treated as either short-term  capital gains or losses or long-term capital gains
or losses.
    

Gift Taxes

   
Establishing a Giftrust (and making future  contributions)  is considered a gift
of a future  interest  under the federal tax code.  That means the gift does not
qualify for the annual gift tax exclusion of $10,000 (indexed for inflation). If
you give a Giftrust,  you must file a United  States Gift Tax Return (Form 709).
If you make additional  investments in subsequent  years, a Gift Tax Return must
be filed for each year's  gift(s).  No gift tax is payable until your cumulative
lifetime  gifts exceed the exemption  equivalent  of $650,000  (through 1999 and
increasing  to $1 million in 2006).  Each gift is applied  against the exemption
equivalent that would otherwise be available in the future.
    


www.americancentury.com                   American Century Investments      13


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The table on the next page  itemizes  what  contributed  to the changes in share
price  during the period.  It also shows the  changes in share price  during the
period in  comparison to changes over the last five fiscal years or less, if the
fund is not five years old.

On a per-share basis, the table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
The table also includes some key statistics for the period as appropriate
    

*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

   
The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information, and is available upon request.
    


14     American Century Investments                             1-800-345-2021


<TABLE>
<CAPTION>
   
GIFTRUST FUND
Investor Class
    

For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA

                                             1998           1997            1996           1995           1994
- --------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>             <C>            <C>            <C>      
Net Asset Value, Beginning of Year .....$   25.46      $   25.79       $   25.63      $   20.50      $   19.23

Income From Investment Operations

  Net Investment Loss ..................    (0.12)(1)      (0.18)(1)       (0.20)(1)      (0.16)(1)      (0.10)

  Net Realized and Unrealized Gain
(Loss)
  on Investment Transactions ...........    (7.74)          0.63            2.46           6.37           3.28

  Total From Investment Operations .....    (7.86)          0.45            2.26           6.21           3.18


Distributions

  From Net Realized Gains
  on Investment Transactions ...........    (0.75)         (0.78)          (2.10)         (1.08)         (1.91)

  In Excess of Net Realized Gains ......    --(2)           --              --             --             --

  Total Distributions ..................    (0.75)         (0.78)          (2.10)         (1.08)         (1.91)

Net Asset Value, End of Year ...........$   16.85      $   25.46       $   25.79      $   25.63      $   20.50

Total Return(3) ........................   (31.55)%         1.95%           9.72%         32.52%         18.75%

RATIOS/SUPPLEMENTAL DATA

   
                                             1998           1997            1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ..................     1.00%          1.00%           0.98%          0.98%          1.00%
    

Ratio of Net Investment Loss
to Average Net Assets ..................    (0.54)%        (0.74)%         (0.80)%        (0.70)%        (0.70)%

Portfolio Turnover Rate ................      147%           118%            121%           105%           115%

Net Assets, End of Year (in millions) ..$     757      $   1,024       $     866      $     561      $     266
</TABLE>


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

(2) Distributions  in excess of net  realized  gains  were less than  $0.005 per
    share.

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


www.americancentury.com                   American Century Investments      15


NOTES


16       American Century Investments                             1-800-345-2021


   
NOTES
    


www.americancentury.com                   American Century Investments      17


[BACK COVER]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

   
These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
    

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

   
* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location
                           and hours.

* On the Internet          www.sec.gov

* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                          (The SEC will charge a fee for copying the documents.)
    

Investment Company Act File No. 811-0816

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


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

9903
SH-PRS-15099
<PAGE>
    
   
                                AMERICAN CENTURY

                                   Prospectus

                                  Balanced Fund
    

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


   
MARCH 1, 1999

INVESTOR CLASS


THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

Distributed by  Funds Distributor, Inc.


/Front cover/


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


American Century
Investments

P.O. Box 419200
Kansas City, MO
64141-6200


Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:


     o The fund's primary investments and risks

     o A description of who may or may not want to invest in the fund

     o Fund  performance,  including  returns  for each  year,  best  and  worst
       quarters and average annual returns compared to the fund's benchmark

     o An overview of services available and ways to manage your accounts

     o Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:

    o  Growth                               o   Aggressive

    o  Growth and Income                    o   Moderate

    o  Income                               o   Conservative

    o  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our  Investing  with  American   Century   brochure,   our  Investor   Relations
Representatives are available weekdays, 7 a.m. to 7 p.m., and Saturdays,  9 a.m.
to 2 p.m., Central time. Our toll-free number is 1-800-345-2021. We look forward
to helping you achieve your financial goals.

                                Sincerely,

                                /s/Mark Killen
                                Mark Killen
                                Senior Vice President
                                American Century Investment Services, Inc.

    
/inside front cover/


TABLE OF CONTENTS

An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Management ................................................................    7
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   14
Taxes .....................................................................   15
Multiple Class Information ................................................   16
Financial Highlights ......................................................   17


/left margin callout/

   
Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.
    


> This symbol highlights special information and helpful tips.

/end left margin callout/


                                                   American Century Investments


AN OVERVIEW OF THE FUND

   
WHAT IS THE FUND'S INVESTMENT GOAL?

This fund  seeks  long-term  capital  growth  and  current  income by  investing
approximately 60% of the fund's assets in equity securities, while the remainder
is invested in bonds and other fixed-income securities.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGY AND PRINCIPAL RISKS?

In selecting stocks for the equity portion of Balanced, the fund managers select
primarily  from  the  largest  1,500  publicly   traded  U.S.   companies.   The
fixed-income  portion of the fund is  invested  in a  diversified  portfolio  of
high-grade  securities.  A more detailed  description  of the fund's  investment
strategy begins on page 4.

The fund's principal risks include:

o Market  Risk--The  value of the fund's shares will go up and down based on the
  performance  of the  companies  whose  securities  it owns and  other  factors
  affecting the securities market generally.

o Interest  Rate  Risk--When  interest  rates  change,  the value of the  fund's
  fixed-income securities will be affected.

o Principal  Loss--As with all mutual funds,  if you sell your shares when their
  value is less than the price you paid, you will lose money.
    

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

o seeking a fund that combines the potential for long-term capital growth with
  income

o seeking the convenience of a fund that invests in both equity and
  fixed-income securities

o comfortable with the risks associated with the fund's investment strategy

o investing through an IRA or other tax-advantaged retirement plan

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

o not wanting current income from your investment

o investing for a short period of time

o uncomfortable with volatility in the value of your investment


/left margin callout/

   
> An  investment  in the fund is not a bank  deposit,  and it is not  insured or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.
    

/end left margin callout/


2  American Century Investments                                  1-800-345-2021


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

   
o to exchange into the Investor Class shares of other American Century funds
    

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

   
               Management    Distribution and       Other          Total Annual Fund
               Fee           Service (12b-1) Fees   Expenses(1)    Operating Expenses
- --------------------------------------------------------------------------------------
<S>            <C>           <C>                    <C>            <C>  
Balanced       1.00%         None                   0.00%          1.00%
</TABLE>

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors, their legal counsel, interest and extraordinary expenses,
were less than 0.005% for the most recent fiscal year.
    

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .

o invest $10,000 in the fund

o redeem all of your shares at the end of the periods shown below

o earn a 5% return each year

   
o incur the same operating expenses as shown above
    

 . . . your cost of investing in the fund would be:

               1 year        3 years      5 years         10 years
- --------------------------------------------------------------------
Balanced       $102          $318          $551           $1,219


/left margin callout/

> Use this example to compare the costs of investing in other funds.  Of course,
your actual costs may be higher or lower.

/end left margin callout


www.americancentury.com                         American Century Investments  3


INFORMATION ABOUT THE FUND

   
BALANCED FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
    

The fund  seeks  long-term  capital  growth  and  current  income  by  investing
approximately 60% of the fund's assets in equity securities, while the remainder
is invested in bonds and other fixed-income securities.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

   
With the equity  portion of the Balanced  portfolio,  the fund managers  utilize
quantitative  management  techniques in a two-step process that draws heavily on
computer technology. In the first step, the fund managers rank stocks, primarily
the 1,500 largest  publicly traded  companies in the United States  (measured by
the value of their  stock).  These  rankings are  determined by using a computer
model that  combines  measures  of a stock's  value,  as well as measures of its
growth  potential.  To measure value,  the managers use ratios of stock price to
book value and stock price to cash flow,  among others.  To measure growth,  the
managers  use,  among  others,  the rate of growth of a company's  earnings  and
changes in its earnings estimates.

In the second step, the managers use a technique called portfolio  optimization.
In portfolio  optimization,  the managers use a computer to build a portfolio of
stocks  from the  ranking  described  earlier  that they think will  provide the
optimal  balance  between  risk and  expected  return.  The goal is to create an
equity portfolio that provides better returns than the S&P 500 without taking on
significant additional risk.

The  fixed-income  portion of the fund's  portfolio  is invested  primarily in a
diversified  portfolio of high-grade  government,  corporate,  asset-backed  and
similar securities payable in U.S. currency, with a minimum of 25% of the fund's
assets in  fixed-income  SENIOR  SECURITIES.  At least  80% of the  fixed-income
assets will be invested in securities  that, at the time of purchase,  are rated
within the three  highest  categories  by a  nationally  recognized  statistical
rating  organization.  Up to 20% of the fixed-income  portion may be invested in
the fourth category-rated securities, and up to 15% may be invested in the fifth
category.  Under normal market  conditions the WEIGHTED AVERAGE MATURITY for the
fixed-income portfolio will be in the three- to 10-year range.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the  stock  portion  of the  fund  essentially  fully  invested  in  stocks
regardless  of the movement of stock prices  generally.  When the fund  managers
believe  that it is  prudent,  the fund may  invest a portion  of its  assets in
convertible securities, foreign securities, short-term securities, non-leveraged
stock index futures contracts and other similar securities.  Stock index futures
contracts, a type of derivative security, can help the fund's cash assets remain
liquid while performing more like stocks.  The fund has a policy governing stock
index futures and similar derivative securities to help manage the risk of these
types of investments.  For example, the fund managers cannot leverage the fund's
assets by investing  in a derivative  security.  A complete  description  of the
derivatives policy is included in the Statement of Additional Information.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    


/left margin callout/

SENIOR SECURITIES is a term that refers to the bonds of a company that are first
in line for payment if it has difficulties meeting its payment  obligations.  As
long as a series of a company's  bonds is not  subordinated to another series of
the company's bonds, it is considered "senior" debt.

   
WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio. Generally, the longer a
fund's  weighted  average  maturity,  the more  sensitive  it is to  changes  in
interest rates.
    

/end left margin callout/


4  American Century Investments                                  1-800-345-2021


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

The value of  Balanced's  shares  depends on the value of the stocks,  bonds and
other securities it owns.

o The value of the  individual  equity  securities  Balanced owns will go up and
down depending on the  performance  of the companies  that issued them,  general
market and economic conditions, and investor confidence.

o The value of the fund's fixed-income  securities will be affected primarily by
rising or falling  interest  rates and the  continued  ability of the issuers of
these securities to make payments of interest and principal as they become due.

   
Generally,  when  interest  rates  rise,  the value of the  fund's  fixed-income
securities will decline.  The opposite is true when interest rates decline.  The
interest  rate  risk  is  higher  for  Balanced  than  for  funds  that  have  a
shorter-weighted  average  maturity,  such as money market and  short-term  bond
funds.

The  lowest-rated  bonds in which the fund may invest,  BBB- and BB-rated bonds,
contain  some  speculative  characteristics.  Having  these  bonds in the fund's
portfolio  means the fund's  value may go down more if  interest  rates or other
economic conditions change than if the fund contained only higher-rated bonds.

As with all funds, at any given time the value of your shares of Balanced may be
worth  more or less than the price you paid.  If you sell your  shares  when the
value is less than the price you paid, you will lose money.
    


/left margin callout/

   
> Fixed-income  securities are rated by nationally  recognized securities rating
organizations  (SROs),  such as Moody's and Standard & Poor's.  Each SRO has its
own system for  classifying  securities,  but each tries to indicate a company's
ability  to  make  timely  payments  of  interest  and  principal.   A  detailed
description  of SROs,  their ratings  system and what we do if a security  isn't
rated is included in the Statement of Additional Information.
    

/end left margin callout/


www.americancentury.com                          American Century Investments  5


FUND PERFORMANCE HISTORY

Annual Total Returns

The  following  bar chart shows the  performance  of the fund's  Investor  Class
shares for each of the last 10 calendar  years.  It indicates the  volatility of
the fund's historical returns from year to year.

[bar chart]
<TABLE>
           1998    1997    1996    1995    1994    1993    1992    1991    1990    1989
<S>        <C>     <C>     <C>     <C>      <C>    <C>      <C>    <C>     <C>     <C>   
Balanced   16.29%  16.93%  12.61%  21.37%  -0.07%  7.24%   -6.06%  46.86%  1.82%   25.61%
</TABLE>

Highest and Lowest Quarterly Returns

   
The  highest  and  lowest  returns  of the fund's  Investor  Class  shares for a
calendar  quarter  during the period  reflected by the  preceding  bar chart are
provided  below  to  indicate  the  fund's  historical  short-term   volatility.
Shareholders should be aware,  however,  that the fund is intended for investors
with a long-term investment horizon and is not managed for short-term results.
    

[bar chart]
                           Balanced
Highest Return             15.95%
End Date of Quarter
with Highest Return        4Q 1991

Lowest Return              -11.22%
End Date of Quarter
with Lowest Return         3Q 1990

Average Annual Returns

   
The  following  table shows the average  annual  returns of the fund's  Investor
Class  shares  for the  periods  indicated  during  the  life of the  fund.  The
benchmarks are unmanaged  indices that have no operating  costs and are included
in the table for performance comparisons.
    

<TABLE>
For the calendar year ended December 31, 1998     1 year      5 years    10 years     Life of Fund(1)
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>        <C>          <C>   
   
Balanced                                          16.29%      13.18%     13.39%       12.98%
- ------------------------------------------------------------------------------------------------------
Blended Index(2)                                  20.71%      17.36%     15.24%       14.94%(3)
- ------------------------------------------------------------------------------------------------------
S&P 500                                           28.68%      24.05%     19.17%       18.66%
- ------------------------------------------------------------------------------------------------------
Lehman Aggregate Bond Index                        8.69%       7.27%      9.26%       8.98%(3)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund's inception date is October 20, 1988.

(2) The Blended Index is a combination of two widely known indices in proportion
    to the approximate  asset mix of the fund.  Accordingly,  60% of the Blended
    Index  consists of the  performance  of the S&P 500,  which  represents  the
    equity  portion of the fund,  and 40% of the Blended  Index  consists of the
    Lehman Aggregate Bond Index, which represents the fixed-income portion.

(3) Benchmark from October 31, 1998.
    


/left margin callout/

> The performance  information on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
fund will perform in the future.

> For current performance information, please call us at 1-800-345-2021 or visit
American Century's Web site at www.americancentury.com.

/end left margin callout/


   
6  American Century Investments                                  1-800-345-2021
    


MANAGEMENT

WHO MANAGES THE FUND?

   
The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.
    

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management  of the fund and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than  two-thirds of the directors are  independent  of the fund's  advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the  investment  portfolios of the fund
and directing the purchase and sale of its  investment  securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the fund to operate.

   
For the services it provided to the fund during the most recent fiscal year, the
advisor  received a unified  management fee of 1.0% of the average net assets of
the Investor  Class of shares of the fund.  The amount of the  management fee is
calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.  A portion of the  management fee may be paid by the fund's advisor to
unaffiliated third parties who provide recordkeeping and administrative services
that would otherwise be performed by an affiliate of the advisor.
    


www.americancentury.com                          American Century Investments  7


THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the fund. Teams meet regularly to review  portfolio  holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers of the investment team are identified below:
    

JOHN SCHNIEDWIND

Mr. Schniedwind, Senior Vice President and Group Leader-Quantitative Equity, has
been a member of the team that manages  Balanced  since November 1998. He joined
American Century in 1982 and also supervises other portfolio  management  teams.
He has a bachelor of science from Purdue  University  and an MBA in finance from
University of California. He is a Chartered Financial Analyst.

JEFFREY R. TYLER

   
Mr. Tyler, Senior Vice President and Portfolio Manager, has been a member of the
team that  manages  Balanced  since  November  1998.  He has been with  American
Century as a Portfolio Manager since January 1988. He has a bachelor's degree in
business  economics  from the University of California and an MBA in finance and
economics from Northwestern University. He is a Chartered Financial Analyst.
    

JEFFREY L. HOUSTON

   
Mr. Houston, Vice President and Portfolio Manager, has been a member of the team
that  manages  Balanced  since  June  1995.  He joined  American  Century  as an
Investment  Analyst in November  1990 and was promoted to  Portfolio  Manager in
1994. He has a bachelor of arts from the  University of Delaware and an MPA from
Syracuse University. He is a Chartered Financial Analyst.

JOHN F. WALSH

Mr.  Walsh,  Portfolio  Manager,  has been a member  of the  team  that  manages
Balanced since January 1999. He joined  American  Century in February 1996 as an
Investment Analyst. Prior to joining American Century, he served as an Assistant
Vice President and Analyst at First  Interstate  Bank, Los Angeles,  California,
from July 1993 to January  1996.  He has a bachelor's  degree in marketing  from
Loyola Marymount and an MBA in finance from Creighton University.
    


/left margin callout/

>CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders  come before the interests of the people who manage the fund.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

/left margin callout/


8  American Century Investments                                  1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the fund owns  could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


www.americancentury.com                          American Century Investments  9


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

Investor  RelationsEmployer-Sponsored  Retirement Plans You  automatically  will
have access to the services  listed below when you open your account.  If you do
not want these services, see "Conducting Business in Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------

   
BY TELEPHONE
Investor Relations
1-800-345-2021

Business, Not-For-Profit and
Employer-Sponsored Retirement Plans
1-800-345-3533
    

Automated Information Line
1-800-345-8765

/illustration of a telephone/

OPEN AN ACCOUNT

   
If you are a current investor, you can open an account by exchanging shares from
another American Century account.
    

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

   
Call an Investor Relations Representative.
    

- -------------------------------------------------------------------------------
BY MAIL OR FAX

P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

/illustration of a letter/

OPEN AN ACCOUNT

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

   
Send us  written  instructions  or a  redemption  form to sell  shares.  Call an
Investor Relations Representative to request a form.
    

- -------------------------------------------------------------------------------
ONLINE

www.americancentury.com

/illustration of a computer/

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

   
Exchange shares from another American Century account.
    

MAKE ADDITIONAL INVESTMENTS

Make an additional  investment into an established  American  Century account if
you have authorized us to invest from your bank account.

SELL SHARES

Not available.


10  American Century Investments                                 1-800-345-2021


   
A NOTE ABOUT MAILINGS TO SHAREHOLDERS
    

To reduce expenses and demonstrate respect for our environment,  we will deliver
most financial  reports,  prospectuses and account statements to households in a
single  envelope,  even if the accounts are registered under different names. If
you would like  additional  copies of  financial  reports  and  prospectuses  or
separate mailing of account statements, please call us.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the fund and the transfer agent.

- -------------------------------------------------------------------------------
BY WIRE

> Please remember that if you request  redemptions by wire, $10 will be deducted
from the amount wired. Your bank also may charge a fee.

/illustration of wire machine/

OPEN AN ACCOUNT

   
Call us to set up your  account or mail a completed  application  to the address
provided in the "By Mail" section and give your bank the following information
    

o Our bank information:

       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918

o The fund name

o Your American Century account number*

o Your name

o The contribution year (for IRAs only)

o For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

   
EXCHANGE SHARES
    

Not available.


- -------------------------------------------------------------------------------
AUTOMATICALLY

/illustration of rotating arrows/

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written instructions to set up an automatic exchange of your shares from
one American Century account to another.

MAKE ADDITIONAL INVESTMENTS

   
With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.
    

SELL SHARES

   
If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.
    

- -------------------------------------------------------------------------------
IN PERSON

/illustration of a person/

   
If you prefer to handle your  transactions in person,  visit one of the Investor
Centers  and a  representative  can help you open an  account,  make  additional
investments, and sell or exchange shares.


4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday-Friday      8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday
1665 Charleston Road
Mountain View, California               9445 East County Line Road
8 a.m. to 5 p.m., Monday-Friday         Suite A
                                        Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday


www.americancentury.com                        American Century Investments  11


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                            $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                                $1,000
- --------------------------------------------------------------------------------
Roth IRA                                                       $1,000
- --------------------------------------------------------------------------------
Educational IRA                                                  $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                                      $1,000
- --------------------------------------------------------------------------------
403(b)                                                     No minimum
- --------------------------------------------------------------------------------
Qualified Retirement Plan                                     $2,500*

*The minimum investment requirements may be different for some types of
retirement accounts.
    

If you  establish an automatic  investment  plan of at least $50 per month,  the
minimum may be waived.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

   
If your  redemption  activity  causes  your  account  balance  to fall below the
minimum initial  investment  amount,  we will notify you and give you 90 days to
meet the minimum,  or to establish an automatic  monthly  investment of at least
$50 per month. If you do not meet the deadline, American Century will redeem the
shares in the account and send the proceeds to your address of record.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the fund and its  shareholders,  we  reserve  the  right to  reject  any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.
    

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

   
If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.
    

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.


12  American Century Investments                                  1-800-345-2021


   
INVESTING THROUGH FINANCIAL INTERMEDIARIES
    

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

o minimum investment requirements

o exchange policies

o fund choices

   
o cutoff time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.
    

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

   
Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the fund.

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures relating to the transmission of orders. The fund has authorized those
intermediaries  to accept  orders on its  behalf up to the time at which the net
asset value is determined.  If those orders are transmitted to American  Century
and paid for in  accordance  with the  contract,  they will be priced at the net
asset value next determined  after your request is received in good order by the
intermediary on a fund's behalf.
    

/left margin callout/

   
> Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.
    

/end left margin callout/


www.americancentury.com                        American Century Investments  13


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when the fund's NAV is not calculated. So, the value of the fund's portfolio may
be affected on days when you can't purchase or redeem its shares.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.
    

DISTRIBUTIONS

   
Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of  dividends  and  interest  received  by the fund,  as well as  CAPITAL  GAINS
realized  on  the  sale  of  investment  securities.   Balanced  generally  pays
distributions  from  net  income  and  capital  gains,  if  any,  once a year in
December. The fund may make more frequent distributions, if necessary, to comply
with Internal Revenue Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

/left margin callout/

The NET ASSET VALUE of the fund is the price of its shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

/end left margin callout/


14  American Century Investments                                  1-800-345-2021


TAXES

   
The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or  capital  gains it has  generated  through  its  investment  activities.  Tax
consequences  also result from sales of fund shares by  investors  after the net
asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making purchases or withdrawals  through an employer-  sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.
    

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

   
Distributions  may  consist of income  earned by the fund from  sources  such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:
    

<TABLE>
Type of Distribution        Tax Rate for 15% Bracket    Tax Rate for 28% Bracket or Above
- -----------------------------------------------------------------------------------------
<S>                         <C>                         <C>
Short-term capital gains    Ordinary income rate        Ordinary income rate
- -----------------------------------------------------------------------------------------
Long-term capital gains     10%                         20%
</TABLE>

   
The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions may also be subject to state and local taxes.  Because  everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

   
Your  redemptions--including  exchanges  to other  American  Century  funds--are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held less than or equal to 12 months.
Long-term  capital  gains  are  gains on fund  shares  you held for more than 12
months. If your shares decrease in value,  their sale or exchange will result in
a long-term or short-term capital loss.
    

/left margin callout/

>BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

/end left margin callout/


www.americancentury.com                         American Century Investments  15


MULTIPLE CLASS INFORMATION

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

American  Century offers the other classes of shares  primarily to institutional
investors    through    institutional    distribution    channels,    such    as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance  companies.  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  advisor  for core  investment  advisory  services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the 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.
    


16  American Century Investments                                  1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, each table includes as appropriate
    

o share price at the beginning of the period

o investment income and capital gains or losses

o distributions of income and capital gains paid to shareholders

o share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate
    

o Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net Income Ratio--net investment income as a percentage of average net asset

o Portfolio Turnover--the percentage of the fund's buying and selling activity

   
The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.
    


www.americancentury.com                         American Century Investments  17


<TABLE>
<CAPTION>
   
BALANCED FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA

                                                           1998           1997           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>            <C>     
Net Asset Value, Beginning of Year ....................$  19.55       $  18.55       $  17.70       $  15.94       $  16.52


Income From Investment Operations

   Net Investment Income ..............................    0.42(1)        0.40(1)        0.44(1)        0.48(1)        0.42

   Net Realized and Unrealized Gain
   (Loss) on Investment Transactions ..................    1.45           2.41           1.88           2.03          (0.58)


   Total From Investment Operations ...................    1.87           2.81           2.32           2.51          (0.16)


Distributions

   From Net Investment Income .........................   (0.43)         (0.43)         (0.46)         (0.48)         (0.42)

   From Net Realized Gains on
   Investment Transactions ............................   (1.60)         (1.38)         (1.01)         (0.27)          --


   Total Distributions ................................   (2.03)         (1.81)         (1.47)         (0.75)         (0.42)


Net Asset Value, End of Year ..........................$  19.39       $  19.55       $  18.55       $  17.70       $  15.94


   Total Return(2) ....................................   10.46%         16.34%         14.04%         16.36%         (0.93)%

RATIOS/SUPPLEMENTAL DATA

                                                           1998           1997           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------------------

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

Ratio of Net Investment Income to Average Net Assets ..    2.16%          2.15%          2.50%          2.90%          2.70%

Portfolio Turnover Rate ...............................     102%           110%           130%            85%            94%

Net Assets, End of Year (in millions) .................$    938       $    926       $    879       $    816       $    704
</TABLE>

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

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


18  American Century Investments                                1-800-345-2021


NOTES


www.americancentury.com                        American Century Investments  19


NOTES


20  American Century Investments                                 1-800-345-2021


NOTES


www.americancentury.com                        American Century Investments  21


MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o In person           SEC Public Reference Room
                      Washington, D.C.
                      Call 1-800-SEC-0330 for location
                      and hours.

o On the Internet     www.sec.gov

o By mail             SEC Public Reference Section
                      Washington, D.C. 20549-6009
                      (The SEC will charge a fee for copying the documents.)

Investment Company Act File No. 811-0816


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

                         AMERICAN CENTURY INVESTMENTS
                               P.O. Box 419200
                       Kansas City, Missouri 64141-6200

                        1-800-345-2021 or 816-531-5575

SH-PRS-15174  9902
    
<PAGE>
   
                                AMERICAN CENTURY

                                   Prospectus

                                  Balanced Fund
    

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

   
MARCH 1, 1999

ADVISOR CLASS

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

Distributed by  Funds Distributor, Inc.


/Front cover/

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

American Century
Investments

P.O. Box 419385
Kansas City, MO
64141-6385

Dear Investor,


  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.


  Inside you'll find:


  o   The fund's primary investments and risks

  o   A description of who may or may not want to invest in the fund

  o   Fund performance, including returns for each year, best and worst quarters
      and average annual returns compared to the fund's benchmark

  o   An overview of services available and ways to manage your accounts

  o   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:

    o  Growth                               o   Aggressive

    o  Growth and Income                    o   Moderate

    o  Income                               o   Conservative

    o  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our Investing with American Century brochure,  our Service  Representatives  are
available  weekdays,  8 a.m. to 5 p.m.,  Central time.  Our toll-free  number is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                Sincerely,

                                /s/Mark Killen
                                Mark Killen
                                Senior Vice President
                                American Century Investment Services, Inc.


/inside front cover/


TABLE OF CONTENTS

An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Management ................................................................    7
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   12
Taxes .....................................................................   13
Multiple Class Information ................................................   14
Financial Highlights ......................................................   15
Performance Information of Other Class ....................................   17
    
/left margin callouts/

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

> This symbol highlights special  information and helpful tips.

/end left margin callouts/


                                                   American Century Investments


AN OVERVIEW OF THE FUND

   
WHAT IS THE FUND'S INVESTMENT GOAL?

This fund  seeks  long-term  capital  growth  and  current  income by  investing
approximately 60% of the fund's assets in equity securities, while the remainder
is invested in bonds and other fixed-income securities.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGY AND PRINCIPAL RISKS?

In selecting stocks for the equity portion of Balanced, the fund managers select
primarily  from  the  largest  1,500  publicly   traded  U.S.   companies.   The
fixed-income  portion of the fund is  invested  in a  diversified  portfolio  of
high-grade  securities.  A more detailed  description  of the fund's  investment
strategy begins on page 4.

The fund's principal risks include:

o Market  Risk--The  value of the fund's shares will go up and down based on the
performance  of the  companies  whose  securities  it  owns  and  other  factors
affecting the securities market generally.

o  Interest  Rate  Risk--When  interest  rates  change,  the value of the fund's
fixed-income securities will be affected.

o Principal  Loss--As with all mutual funds,  if you sell your shares when their
value is less than the price you paid, you will lose money.
    

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

o seeking a fund that combines the potential for long-term capital growth with
income

o seeking the convenience of a fund that invests in both equity and
fixed-income securities

o comfortable with the risks associated with the fund's investment strategy

o investing through an IRA or other tax-advantaged retirement plan

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

o not wanting current income from your investment

o investing for a short period of time

o uncomfortable with volatility in the value of your investment

/left margin callout/

   
> An  investment  in the fund is not a bank  deposit,  and it is not  insured or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.
    

/end left margin callout/


   
2  American Century Investments                                  1-800-345-3533
    


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

   
o to exchange into the Advisor Class shares of other American Century funds
    

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

               Management        Distribution and          Other          Total Annual Fund
               Fee               Service (12b-1) Fees(1)   Expenses(2)    Operating Expenses
- --------------------------------------------------------------------------------------------------
<S>            <C>               <C>                       <C>            <C>  
Balanced       0.75%             0.50%                     0.00%          1.25%
</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  advisor,  and a portion  is used to
    compensate  them  for  distribution  and  other  shareholder  services.  See
    "Service and Distribution Fees," page 14.
    

(2) Other  expenses,   which  include  the  fees  and  expenses  of  the  fund's
    independent  directors,  their legal  counsel,  interest  and  extraordinary
    expenses, were less than 0.005% for the most recent fiscal year.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .

o invest $10,000 in the fund

o redeem all of your shares at the end of the periods shown below

o earn a 5% return each year

   
o incur the same operating expenses as shown above
    

 . . . your cost of investing in the fund would be:

   
                     1 year      3 years      5 years       10 years
- -------------------------------------------------------------------------
Balanced             $127        $395         $683          $1,503
    

/left margin callout/

> Use this example to compare the costs of investing in other funds.  Of course,
your actual costs may be higher or lower.

/end left margin callout/


www.americancentury.com                        American Century Investments  3


INFORMATION ABOUT THE FUND

   
BALANCED FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund  seeks  long-term  capital  growth  and  current  income  by  investing
approximately 60% of the fund's assets in equity securities, while the remainder
is invested in bonds and other fixed-income securities.
    

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

   
With the equity  portion of the Balanced  portfolio,  the fund managers  utilize
quantitative  management  techniques in a two-step process that draws heavily on
computer technology. In the first step, the fund managers rank stocks, primarily
the 1,500 largest  publicly traded  companies in the United States  (measured by
the value of their  stock).  These  rankings are  determined by using a computer
model that  combines  measures  of a stock's  value,  as well as measures of its
growth  potential.  To measure value,  the managers use ratios of stock price to
book value and stock price to cash flow,  among others.  To measure growth,  the
managers  use,  among  others,  the rate of growth of a company's  earnings  and
changes in its earnings estimates.

In the second step, the managers use a technique called portfolio  optimization.
In portfolio  optimization,  the managers use a computer to build a portfolio of
stocks  from the  ranking  described  earlier  that they think will  provide the
optimal  balance  between  risk and  expected  return.  The goal is to create an
equity portfolio that provides better returns than the S&P 500 without taking on
significant additional risk.

The  fixed-income  portion of the fund's  portfolio  is invested  primarily in a
diversified  portfolio of high-grade  government,  corporate,  asset-backed  and
similar securities payable in U.S. currency, with a minimum of 25% of the fund's
assets in  fixed-income  SENIOR  SECURITIES.  At least  80% of the  fixed-income
assets will be invested in securities  that, at the time of purchase,  are rated
within the three  highest  categories  by a  nationally  recognized  statistical
rating  organization.  Up to 20% of the fixed-income  portion may be invested in
the fourth category-rated securities, and up to 15% may be invested in the fifth
category.  Under normal market  conditions the WEIGHTED AVERAGE MATURITY for the
fixed-income portfolio will be in the three- to 10-year range.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the  stock  portion  of the  fund  essentially  fully  invested  in  stocks
regardless  of the movement of stock prices  generally.  When the fund  managers
believe  that it is  prudent,  the fund may  invest a portion  of its  assets in
convertible securities, foreign securities, short-term securities, non-leveraged
stock index futures contracts and other similar securities.  Stock index futures
contracts, a type of derivative security, can help the fund's cash assets remain
liquid while performing more like stocks.  The fund has a policy governing stock
index futures and similar derivative securities to help manage the risk of these
types of investments.  For example, the fund managers cannot leverage the fund's
assets by investing  in a derivative  security.  A complete  description  of the
derivatives policy is included in the Statement of Additional Information.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    

/left margin callout/

SENIOR SECURITIES is a term that refers to the bonds of a company that are first
in line for payment if it has difficulties meeting its payment  obligations.  As
long as a series of a company's  bonds is not  subordinated to another series of
the company's bonds, it is considered "senior" debt.

WEIGHTED  AVERAGE  MATURITY is a tool that the advisor uses to  approximate  the
remaining  maturity of a fund's investment  portfolio.  Generally,  the longer a
fund's  weighted  average  maturity,  the more  sensitive  it is to  changes  in
interest rates.

/end left margin callout/


4  American Century Investments                                  1-800-345-3533


   
WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?
    

The value of  Balanced's  shares  depends on the value of the stocks,  bonds and
other securities it owns.

o The value of the  individual  equity  securities  Balanced owns will go up and
down depending on the  performance  of the companies  that issued them,  general
market and economic conditions, and investor confidence.

o The value of the fund's fixed-income  securities will be affected primarily by
rising or falling  interest  rates and the  continued  ability of the issuers of
these securities to make payments of interest and principal as they become due.

   
Generally,  when  interest  rates  rise,  the value of the  fund's  fixed-income
securities will decline.  The opposite is true when interest rates decline.  The
interest  rate  risk  is  higher  for  Balanced  than  for  funds  that  have  a
shorter-weighted  average  maturity,  such as money market and  short-term  bond
funds.

The  lowest-rated  bonds in which the fund may invest,  BBB- and BB-rated bonds,
contain  some  speculative  characteristics.  Having  these  bonds in the fund's
portfolio  means the fund's  value may go down more if  interest  rates or other
economic conditions change than if the fund contained only higher-rated bonds.

As with all funds, at any given time the value of your shares of Balanced may be
worth  more or less than the price you paid.  If you sell your  shares  when the
value is less than the price you paid, you will lose money.
    

/left margin callout/

   
> Fixed-income  securities are rated by nationally  recognized securities rating
organizations  (SROs),  such as Moody's and Standard & Poor's.  Each SRO has its
own system for  classifying  securities,  but each tries to indicate a company's
ability  to  make  timely  payments  of  interest  and  principal.   A  detailed
description  of SROs,  their ratings  system and what we do if a security  isn't
rated is included in the Statement of Additional Information.
    

/end left margin callout/


www.americancentury.com                         American Century Investments  5


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The following bar chart shows the performance of the fund's Advisor Class shares
for  each  full  calendar  year  in the  life of the  class.  It  indicates  the
volatility of the historical returns from year to year.
    

[bar chart]
           1998
Balanced   16.01%


Highest and Lowest Quarterly Returns

   
The highest and lowest returns of the fund's Advisor Class shares for a calendar
quarter during the period reflected by the preceding chart are provided below to
indicate the historical  short-term  volatility.  Shareholders  should be aware,
however,  that the fund is intended for  investors  with a long-term  investment
horizon and are not managed for short-term results.
    

[bar chart]
                           Balanced
Highest Return             9.32%
End Date of Quarter
with Highest Return        4Q 1998

Lowest Return              -6.93%
End Date of Quarter
with Lowest Return         3Q 1990

Average Annual Returns

   
The following table shows the average annual returns of the fund's Advisor Class
shares for the periods  indicated  during the life of the class.  The benchmarks
are unmanaged indices that have no operating costs and are included in the table
for performance comparison.

For the calendar year ended December 31, 1998    1 year       Life of Class(1)
- ------------------------------------------------------------------------------
Balanced                                         16.01%       15.82%
- ------------------------------------------------------------------------------
Blended Index(2)                                 20.71%       20.83%(3)
- ------------------------------------------------------------------------------
S&P 500                                          28.68%       30.65%
- ------------------------------------------------------------------------------
Lehman Aggregate Bond Index                      8.69%        9.41%(3)

(1) The inception date for the Advisor Class of the fund is January 6, 1997.

(2) The Blended Index is a combination of two widely known indices in proportion
    to the approximate  asset mix of the fund.  Accordingly,  60% of the Blended
    Index  consists of the  performance  of the S&P 500,  which  represents  the
    equity  portion of the fund,  and 40% of the Blended  Index  consists of the
    Lehman Aggregate Bond Index, which represents the fixed income portion.

(3) Benchmark from January 31, 1997.
    

Performance Information of Other Class

   
The original class of shares of the fund was the Investor Class. For information
about the historical performance of the original class of shares, see page 17.
    

/left margin callout/

> The performance  information on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
fund will perform in the future.

> For current performance information, please call us at 1-800-345-2021 or visit
American Century's Web site at www.americancentury.com.

/end left margin callout/


   
6  American Century Investments                                  1-800-345-3533


MANAGEMENT
    

WHO MANAGES THE FUND?

   
The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.
    

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management  of the fund and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than  two-thirds of the directors are  independent  of the fund's  advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the  investment  portfolios of the fund
and directing the purchase and sale of its  investment  securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the fund to operate.

   
For the services it provided to the fund during the most recent fiscal year, the
advisor  received a unified  management fee of .75% of the average net assets of
the Advisor  Class of shares of the fund.  The amount of the  management  fee is
calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor pays all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent directors (including legal counsel fees) and extraordinary expenses
    


www.americancentury.com                         American Century Investments  7


THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the fund. Teams meet regularly to review  portfolio  holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.
    

The portfolio managers on the investment team are identified below:

   
JOHN SCHNIEDWIND

Mr. Schniedwind, Senior Vice President and Group Leader-Quantitative Equity, has
been a member of the team that manages  Balanced  since November 1998. He joined
American Century in 1982 and also supervises other portfolio  management  teams.
He has a bachelor of science from Purdue  University  and an MBA in finance from
University of California. He is a Chartered Financial Analyst.
    

JEFFREY R. TYLER

   
Mr. Tyler, Senior Vice President and Portfolio Manager, has been a member of the
team that  manages  Balanced  since  November  1998.  He has been with  American
Century as a Portfolio Manager since January 1988. He has a bachelor's degree in
business  economics  from the University of California and an MBA in finance and
economics from Northwestern University. He is a Chartered Financial Analyst.
    

JEFFREY L. HOUSTON

   
Mr. Houston, Vice President and Portfolio Manager, has been a member of the team
that  manages  Balanced  since  June  1995.  He joined  American  Century  as an
investment  analyst in November  1990 and was promoted to  Portfolio  Manager in
1994. He has a bachelor of arts from the  University of Delaware and an MPA from
Syracuse University. He is a Chartered Financial Analyst.

JOHN F. WALSH

Mr.  Walsh,  Portfolio  Manager,  has been a member  of the  team  that  manages
Balanced since January 1999. He joined  American  Century in February 1996 as an
Investment Analyst. Prior to joining American Century, he served as an Assistant
Vice President and analyst at First  Interstate  Bank, Los Angeles,  California,
from July 1993 to January  1996.  He has a bachelor's  degree in marketing  from
Loyola Marymount and an MBA in finance from Creighton University.
    

/left margin callout/

> CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders  come before the interests of the people who manage the fund.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

/left margin callout/


   
8  American Century Investments                                  1-800-345-3533
    


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the fund owns  could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


www.americancentury.com                         American Century Investments  9


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

o minimum investment requirements

o exchange policies

o fund choices

   
o cutoff time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.
    

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

   
Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the fund.

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures relating to the transmission of orders. The fund has authorized those
intermediaries  to accept  orders on its  behalf up to the time at which the net
asset value is determined.  If those orders are transmitted to American  Century
and paid for in  accordance  with the  contract,  they will be priced at the net
asset value next determined  after your request is received in good order by the
intermediary on a fund's behalf.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the fund and its  shareholders,  we  reserve  the  right to  reject  any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain  redemptions with securities,  rather than cash as described in the next
section.
    

/left margin callout/

> Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.

/end left margin callout/


   
10  American Century Investments                                  1-800-345-3533


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.
    

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.


www.americancentury.com                         American Century Investments  11


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when the fund's NAV is not calculated. So, the value of the fund's portfolio may
be affected on days when you can't purchase or redeem its shares.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.
    

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.

   
DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of  dividends  and  interest  received  by the fund,  as well as  CAPITAL  GAINS
realized  on  the  sale  of  investment  securities.   Balanced  generally  pays
distributions  from  net  income  and  capital  gains,  if  any,  once a year in
December. The fund may make more frequent distributions, if necessary, to comply
with Internal Revenue Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

/left margin callout/

The NET ASSET VALUE of the fund is the price of its shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

/end left margin callout/


   
12  American Century Investments                                 1-800-345-3533
    


TAXES

   
The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or  capital  gains it has  generated  through  its  investment  activities.  Tax
consequences also result from and by sales of fund shares by investors after the
net asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making purchases or withdrawals  through an employer-  sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.
    

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

   
Distributions  may  consist of income  earned by the fund from  sources  such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:
    

<TABLE>
Type of Distribution        Tax Rate for 15% Bracket    Tax Rate for 28% Bracket or Above
- -----------------------------------------------------------------------------------------
<S>                         <C>                         <C>
Short-term capital gains    Ordinary income rate        Ordinary income rate
- -----------------------------------------------------------------------------------------
Long-term capital gains     10%                         20%
</TABLE>

   
The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions may also be subject to state and local taxes.  Because  everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

   
Your  redemptions--including  exchanges  to other  American  Century  funds--are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held less than or equal to 12 months.
Long-term  capital  gains  are  gains on fund  shares  you held for more than 12
months. If your shares decrease in value,  their sale or exchange will result in
a long-term or short-term capital loss.
    

/left margin callout/

> BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

/end left margin callout/


www.americancentury.com                   American Century Investments  13


MULTIPLE CLASS INFORMATION

   
American   Century   offers  three  classes  of  the  funds:   Investor   Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
Advisor  Class  shares and are  offered  primarily  to  institutional  investors
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans, or through banks, broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The fund may offer a  different  class of
shares primarily to institutional  investors through institutional  distribution
channels,  such as  employer-  sponsored  retirement  plans,  or through  banks,
broker-dealers and insurance  companies.  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 advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the 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.
    

SERVICE AND DISTRIBUTION FEES

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay out of fund assets certain  expenses  associated with the distribution of
their shares. The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan,
the  fund  pays  an  annual  fee of  0.50%  of fund  assets,  half  for  certain
shareholder and administrative  services and half for distribution services. The
advisor, as paying agent for the fund, pays all or a portion of such fees to the
banks,  broker-dealers and insurance  companies that make such shares available.
Because these fees are paid out of the fund's assets on an on-going basis,  over
time these fees will increase the cost of your  investment and may cost you more
than paying other types of sales charges.  For additional  information about the
Plan and its terms,  see  "Multiple  Class  Structure--Master  Distribution  and
Shareholder Services Plan" in the Statement of Additional Information.


   
14  American Century Investments                                 1-800-345-3533
    


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, each table includes as appropriate
    

o share price at the beginning of the period

o investment income and capital gains or losses

o distributions of income and capital gains paid to shareholders

o share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate

o Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net Income Ratio--net investment income as a percentage of average net asset

o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.


www.americancentury.com                        American Century Investments  15


BALANCED FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA

                                                           1998       1997(1)
- --------------------------------------------------------------------------------

Net Asset Value, Beginning of Year ....................$   19.55   $   17.46

Income From Investment Operations

  Net Investment Income(2) ............................     0.37        0.29

  Net Realized and Unrealized Gain on
  Investment Transactions .............................     1.44        2.04

  Total From Investment Operations ....................     1.81        2.33

Distributions

  From Net Investment Income ..........................    (0.38)      (0.24)

  From Net Realized Gains on Investment Transactions ..    (1.60)       --

  Total Distributions .................................    (1.98)      (0.24)

Net Asset Value, End of Year ..........................$   19.38   $   19.55

  Total Return(3) .....................................    10.15%      13.42%

RATIOS/SUPPLEMENTAL DATA

                                                            1998        1997
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets .....     1.25%       1.25(4)

Ratio of Net Investment Income to Average Net Assets ..     1.91%       1.90%(4)

Portfolio Turnover Rate ...............................      102%        110%

Net Assets, End of Period (in thousands) ..............$   6,723   $   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.


16  American Century Investments                                1-800-345-3533


PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
fund's original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
existed  during the periods  presented,  its  performance  would have been lower
because of the additional expense.

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in comparison to changes over the last five fiscal years (or less, if the
share class is not five years old).

On a per-share basis, the table includes as appropriate

o share price at the beginning of the period

o investment income and capital gains or losses

o distributions of income and capital gains paid to shareholders

o share price at the end of the period

The table also includes some key statistics for the period as appropriate

o Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net Income Ratio--net investment income as a percentage of average net asset

o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.


www.americancentury.com                        American Century Investments  17


<TABLE>
<CAPTION>
BALANCED FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA

                                                           1998           1997           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>            <C>     
Net Asset Value, Beginning of Year ....................$  19.55       $  18.55       $  17.70       $  15.94       $  16.52


Income From Investment Operations

   Net Investment Income ..............................    0.42(1)        0.40(1)        0.44(1)        0.48(1)        0.42

   Net Realized and Unrealized Gain
   (Loss) on Investment Transactions ..................    1.45           2.41           1.88           2.03          (0.58)


   Total From Investment Operations ...................    1.87           2.81           2.32           2.51          (0.16)


Distributions

   From Net Investment Income .........................   (0.43)         (0.43)         (0.46)         (0.48)         (0.42)

   From Net Realized Gains on
   Investment Transactions ............................   (1.60)         (1.38)         (1.01)         (0.27)          --


   Total Distributions ................................   (2.03)         (1.81)         (1.47)         (0.75)         (0.42)


Net Asset Value, End of Year ..........................$  19.39       $  19.55       $  18.55       $  17.70       $  15.94


   Total Return(2) ....................................   10.46%         16.34%         14.04%         16.36%         (0.93)%

RATIOS/SUPPLEMENTAL DATA

                                                           1998           1997           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------------------

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

Ratio of Net Investment Income to Average Net Assets ..    2.16%          2.15%          2.50%          2.90%          2.70%

Portfolio Turnover Rate ...............................     102%           110%           130%            85%            94%

Net Assets, End of Year (in millions) .................$    938       $    926       $    879       $    816       $    704
</TABLE>

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

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


18  American Century Investments                                1-800-345-3533


NOTES


www.americancentury.com                       American Century Investments  19


NOTES


20  American Century Investments                                1-800-345-3533
    
NOTES


www.americancentury.com                       American Century Investments  21


   
MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

   
The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.
    


You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o In person           SEC Public Reference Room
                      Washington, D.C.
                      Call 1-800-SEC-0330 for location
                      and hours.

o On the Internet     www.sec.gov

   
o By mail             SEC Public Reference Section
                      Washington, D.C. 20549-6009
                      (The SEC will charge a fee for copying the documents.)
    

Investment Company Act File No. 811-0816

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

   
                         AMERICAN CENTURY INVESTMENTS
                              P.O. Box 419385
                       Kansas City, Missouri 64141-6385
                        1-800-345-3533 or 816-531-5575

SH-PRS-15175  9902
<PAGE>
                                AMERICAN CENTURY

                                   Prospectus

                                  Balanced Fund
    

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

   
MARCH 1, 1999

INSTITUTIONAL CLASS


  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
  SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE
                 WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.
    

Distributed by  
Funds Distributor, Inc.

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

                               American Century
                                  Investments

                                P.O. Box 419385
                                Kansas City, MO
                                  64141-6385

Dear Investor,


   
  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.


  Inside you'll find:


     o The fund's primary investments and risks

     o A description of who may or may not want to invest in the fund

     o Fund  performance,  including  returns  for each  year,  best  and  worst
       quarters and average annual returns compared to the fund's benchmark

     o An overview of services available and ways to manage your accounts

     o Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.


  The four broad objectives are:         The three risk categories are:

    o  Growth                               o   Aggressive

    o  Growth and Income                    o   Moderate

    o  Income                               o   Conservative

    o  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our Investing with American Century brochure,  our Service  Representatives  are
available  weekdays,  8 a.m. to 5 p.m.,  Central time.  Our toll-free  number is
1-800-345-3533. We look forward to helping you achieve your financial goals.
    

                                Sincerely,

                                /s/Mark Killen
                                Mark Killen
                                Senior Vice President
                                American Century Investment Services, Inc.


/inside front cover/


TABLE OF CONTENTS

   
An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Management ................................................................    7
Investing with American Century ...........................................    9
Share Price and Distributions .............................................   12
Taxes .....................................................................   13
Multiple Class Information ................................................   14
Performance Information of Other Class ....................................   15
    


/left margin callout/

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

>This symbol highlights special  information and helpful tips.

/end left margin callout/


                                                   American Century Investments


AN OVERVIEW OF THE FUND

   
WHAT IS THE FUND'S INVESTMENT GOAL?

This fund  seeks  long-term  capital  growth  and  current  income by  investing
approximately 60% of the fund's assets in equity securities, while the remainder
is invested in bonds and other fixed-income securities.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGY AND PRINCIPAL RISKS?

In selecting stocks for the equity portion of Balanced, the fund managers select
primarily  from  the  largest  1,500  publicly   traded  U.S.   companies.   The
fixed-income  portion of the fund is  invested  in a  diversified  portfolio  of
high-grade  securities.  A more detailed  description  of the fund's  investment
strategy begins on page 4.

The fund's principal risks include:

o Market  Risk--The  value of the fund's shares will go up and down based on the
  performance  of the  companies  whose  securities  it owns and  other  factors
  affecting the securities market generally.

o Interest  Rate  Risk--When  interest  rates  change,  the value of the  fund's
  fixed-income securities will be affected.

o Principal  Loss--As with all mutual funds,  if you sell your shares when their
  value is less than the price you paid, you will lose money.
    

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

o seeking a fund that combines the potential for long-term capital growth with
  income

o seeking the convenience of a fund that invests in both equity and
  fixed-income securities

o comfortable with the risks associated with the fund's investment strategy

o investing through an IRA or other tax-advantaged retirement plan

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

o not wanting current income from your investment

o investing for a short period of time

o uncomfortable with volatility in the value of your investment

/left margin callout/

   
> An  investment  in the fund is not a bank  deposit,  and it is not  insured or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.
    

/end left margin callout/


   
2  American Century Investments                                  1-800-345-3533
    


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

   
o to exchange into the Institutional Class shares of other American Century
  funds
    

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                     Management        Distribution and          Other          Total Annual Fund
                     Fee               Service (12b-1) Fees      Expenses(1)    Operating Expenses
- ---------------------------------------------------------------------------------------------------
<S>                  <C>              <C>                        <C>            <C>
Balanced             0.80%             None                      0.00%          0.80%
</TABLE>
(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors, their legal counsel, interest and extraordinary expenses,
were less than 0.005% for the most recent fiscal year.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .

o invest $10,000 in the fund

o redeem all of your shares at the end of the periods shown below

o earn a 5% return each year

   
o incur the same operating expenses as shown above
    

 . . . your cost of investing in the fund would be:

                1 year      3 years       5 years        10 years
- --------------------------------------------------------------------
Balanced        $82         $255           $443          $987

/left margin callout/

> Use this example to compare the costs of investing in other funds.  Of course,
your actual costs may be higher or lower.

/end left margin callout/


www.americancentury.com                         American Century Investments  3


INFORMATION ABOUT THE FUND

   
BALANCED FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
    

The fund  seeks  long-term  capital  growth  and  current  income  by  investing
approximately 60% of the fund's assets in equity securities, while the remainder
is invested in bonds and other fixed-income securities.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

   
With the equity  portion of the Balanced  portfolio,  the fund managers  utilize
quantitative  management  techniques in a two-step process that draws heavily on
computer technology. In the first step, the fund managers rank stocks, primarily
the 1,500 largest  publicly traded  companies in the United States  (measured by
the value of their  stock).  These  rankings are  determined by using a computer
model that  combines  measures  of a stock's  value,  as well as measures of its
growth  potential.  To measure value,  the managers use ratios of stock price to
book value and stock price to cash flow,  among others.  To measure growth,  the
managers  use,  among  others,  the rate of growth of a company's  earnings  and
changes in its earnings estimates.

In the second step, the managers use a technique called portfolio  optimization.
In portfolio  optimization,  the managers use a computer to build a portfolio of
stocks  from the  ranking  described  earlier  that they think will  provide the
optimal  balance  between  risk and  expected  return.  The goal is to create an
equity portfolio that provides better returns than the S&P 500 without taking on
significant additional risk.

The  fixed-income  portion of the fund's  portfolio  is invested  primarily in a
diversified  portfolio of high-grade  government,  corporate,  asset-backed  and
similar securities payable in U.S. currency, with a minimum of 25% of the fund's
assets in  fixed-income  SENIOR  SECURITIES.  At least  80% of the  fixed-income
assets will be invested in securities  that, at the time of purchase,  are rated
within the three  highest  categories  by a  nationally  recognized  statistical
rating  organization.  Up to 20% of the fixed-income  portion may be invested in
the fourth category-rated securities, and up to 15% may be invested in the fifth
category.  Under normal market  conditions the WEIGHTED AVERAGE MATURITY for the
fixed-income portfolio will be in the three- to 10-year range.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the  stock  portion  of the  fund  essentially  fully  invested  in  stocks
regardless  of the movement of stock prices  generally.  When the fund  managers
believe  that it is  prudent,  the fund may  invest a portion  of its  assets in
convertible securities, foreign securities, short-term securities, non-leveraged
stock index futures contracts and other similar securities.  Stock index futures
contracts, a type of derivative security, can help the fund's cash assets remain
liquid while performing more like stocks.  The fund has a policy governing stock
index futures and similar derivative securities to help manage the risk of these
types of investments.  For example, the fund managers cannot leverage the fund's
assets by investing  in a derivative  security.  A complete  description  of the
derivatives policy is included in the Statement of Additional Information.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    

/left margin callout/

SENIOR SECURITIES is a term that refers to the bonds of a company that are first
in line for payment if it has difficulties meeting its payment  obligations.  As
long as a series of a company's  bonds is not  subordinated to another series of
the company's bonds, it is considered "senior" debt.

   
WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio. Generally, the longer a
fund's  weighted  average  maturity,  the more  sensitive  it is to  changes  in
interest rates.
    

/end left margin callout/


   
4  American Century Investments                                  1-800-345-3533
    


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

The value of  Balanced's  shares  depends on the value of the stocks,  bonds and
other securities it owns.

o   The value of the individual equity  securities  Balanced owns will go up and
    down depending on the performance of the companies that issued them, general
    market and economic conditions, and investor confidence.

o   The value of the fund's  fixed-income  securities will be affected primarily
    by rising or falling interest rates and the continued ability of the issuers
    of these  securities  to make  payments of interest  and  principal  as they
    become due.

   
Generally,  when  interest  rates  rise,  the value of the  fund's  fixed-income
securities will decline.  The opposite is true when interest rates decline.  The
interest  rate  risk  is  higher  for  Balanced  than  for  funds  that  have  a
shorter-weighted  average  maturity,  such as money market and  short-term  bond
funds.

The  lowest-rated  bonds in which the fund may invest,  BBB- and BB-rated bonds,
contain  some  speculative  characteristics.  Having  these  bonds in the fund's
portfolio  means the fund's  value may go down more if  interest  rates or other
economic conditions change than if the fund contained only higher-rated bonds.

As with all funds, at any given time the value of your shares of Balanced may be
worth  more or less than the price you paid.  If you sell your  shares  when the
value is less than the price you paid, you will lose money.
    

FUND PERFORMANCE HISTORY

   
When the  Institutional  Class has investment  results for a full calendar year,
this section will feature charts that show

o Annual Total Returns

o Highest and Lowest Quarterly Returns

o Average Annual Returns, including a comparison of these returns to a
  benchmark index for the Institutional Class

In addition,  investors can examine the performance of the fund's Investor Class
of shares.  This class has a total  expense  ratio that is 0.20% higher than the
Institutional  Class.  If the  Institutional  Class  existed  during the periods
presented,  its  performance  would  have been lower  because of the  additional
expense.

All past  performance  information is designed to help show how fund returns can
vary.  Keep in mind that past  performance  does not  predict  how the fund will
perform in the future.
    

/left margin callout/

   
> Fixed-income  securities are rated by nationally  recognized securities rating
organizations  (SROs),  such as Moody's and Standard & Poor's.  Each SRO has its
own system for  classifying  securities,  but each tries to indicate a company's
ability  to  make  timely  payments  of  interest  and  principal.   A  detailed
description  of SROs,  their ratings  system and what we do if a security  isn't
rated is included in the Statement of Additional Information.
    

/end left margin callout/


www.americancentury.com                         American Century Investments  5


MANAGEMENT

WHO MANAGES THE FUND?

   
The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.
    

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management  of the fund and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than  two-thirds of the directors are  independent  of the fund's  advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the  investment  portfolios of the fund
and directing the purchase and sale of its  investment  securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the fund to operate.

   
For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.80% of the average net assets of
the Institutional  Class of shares of the fund. The amount of the management fee
is calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent directors (including legal counsel fees) and extraordinary expenses


6  American Century Investments                                   1-800-345-3533
    


THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the fund. Teams meet regularly to review  portfolio  holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers on the investment team are identified below:
    

JOHN SCHNIEDWIND

   
Mr. Schniedwind, Senior Vice President and Group Leader-Quantitative Equity, has
been a member of the team that manages  Balanced  since November 1998. He joined
American Century in 1982 and also supervises other portfolio  management  teams.
He has a bachelor of science from Purdue  University  and an MBA in finance from
University of California. He is a Chartered Financial Analyst.
    

JEFFREY R. TYLER

   
Mr. Tyler, Senior Vice President and Portfolio Manager, has been a member of the
team that  manages  Balanced  since  November  1998.  He has been with  American
Century as a Portfolio Manager since January 1988. He has a bachelor's degree in
business  economics  from the University of California and an MBA in finance and
economics from Northwestern University. He is a Chartered Financial Analyst.
    

JEFFREY L. HOUSTON

   
Mr. Houston, Vice President and Portfolio Manager, has been a member of the team
that  manages  Balanced  since  June  1995.  He joined  American  Century  as an
Investment  Analyst in November  1990 and was promoted to  Portfolio  Manager in
1994. He has a bachelor of arts from the  University of Delaware and an MPA from
Syracuse University. He is a Chartered Financial Analyst.

JOHN F. WALSH

Mr.  Walsh,  Portfolio  Manager,  has been a member  of the  team  that  manages
Balanced since January 1999. He joined  American  Century in February 1996 as an
Investment Analyst. Prior to joining American Century, he served as an Assistant
Vice President and analyst at First  Interstate  Bank, Los Angeles,  California,
from July 1993 to January  1996.  He has a bachelor's  degree in marketing  from
Loyola Marymount and an MBA in finance from Creighton University.
    

/left margin callout/

> CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders  come before the interests of the people who manage the fund.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

/end left margin callout/


www.americancentury.com                          American Century Investments  7


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the fund owns  could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


8  American Century Investments                                  1-800-345-3533


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

The  Institutional  Class  shares  are  made  available  for  purchase  by large
institutional  shareholders,  such  as  bank  trust  departments,  corporations,
retirement plans,  endowments,  foundations and financial advisors that meet the
fund's  minimum  investment  requirements.  Institutional  Class  shares are not
available for purchase by insurance  companies for variable annuity and variable
life products.

MINIMUM INITIAL INVESTMENT AMOUNTS

   
The minimum investment is $5 million ($3 million for endowments and foundations)
for the fund.  If you  invest  with us  through a  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).  In addition,  financial intermediaries
or plan  recordkeepers may require  retirement plans to meet certain  additional
requirements, such as plan size or a minimum level of assets per participant, in
order to be eligible to purchase Institutional Class shares.

REDEMPTION OF SHARES IN BELOW-MINIMUM ACCOUNTS
    

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.

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

   
CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the fund and the transfer agent.


www.americancentury.com                          American Century Investments  9


WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------

BY TELEPHONE
Service Representative
1-800-345-3533
8 a.m. to 5 p.m. Central time

/illustration of telephone/

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

Call a Service Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

/illustration of letter/

OPEN AN ACCOUNT

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us written instructions to sell shares or send us a redemption form. Call a
Service Representative to request a form.

- --------------------------------------------------------------------------------
BY WIRE

/illustration of wire machine/

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By Mail" section and give your bank the following information

o Our bank information:
     Commerce Bank N.A.
     Routing No. 101000019
     Account No. 2804918

o The fund name

o Your American Century account number*

o Your name

o The contribution year (for IRAs only)

o For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

- --------------------------------------------------------------------------------
AUTOMATICALLY

/illustration of rotating arrows/

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written instructions to set up an automatic exchange of your shares from
one American Century account to another.

MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.


10  American Century Investments                                 1-800-345-3533


ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the fund and its  shareholders,  we  reserve  the  right to  reject  any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.
    

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

   
If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.
    

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.

   
INVESTING THROUGH FINANCIAL INTERMEDIARIES
    

If you  own or are  considering  purchasing  fund  shares  through  a  financial
intermediary or a retirement plan, your ability to purchase, exchange and redeem
shares will depend on the policies of that entity.  Some policy  differences may
include

o minimum investment requirements

o exchange policies

o fund choices

   
o cutoff time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.
    

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the fund.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures relating to the transmission of orders. The fund has authorized those
intermediaries  to accept  orders on its  behalf up to the time at which the net
asset value is determined.  If those orders are transmitted to American  Century
and paid for in  accordance  with the  contract,  they will be priced at the net
asset value next determined  after your request is received in good order by the
intermediary on a fund's behalf.
    

/left margin callout/

   
> Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.
    


www.americancentury.com                        American Century Investments  11


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including certain U.S.  holidays),  we do not calculate the NAV. The NAV of the
fund's shares is the current value of the fund's assets,  minus any liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when the fund's NAV is not calculated. So, the value of the fund's portfolio may
be affected on days when you can't purchase or redeem its shares.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

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  transaction  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.

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of  dividends  and  interest  received  by the fund,  as well as  CAPITAL  GAINS
realized  on  the  sale  of  investment  securities.   Balanced  generally  pays
distributions  from  net  income  and  capital  gains,  if  any,  once a year in
December.  The fund may make more frequent  distributions if necessary to comply
with Internal Revenue Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

/left margin callout/

The NET ASSET VALUE of the fund is the price of its shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

/end left margin callout/

   
12  American Century Investments                                 1-800-345-3533
    


TAXES

   
The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or  capital  gains it has  generated  through  its  investment  activities.  Tax
consequences  also result from sales of fund shares by  investors  after the net
asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making purchases or withdrawals  through an employer-  sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.
    

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

   
Distributions  may  consist of income  earned by the fund from  sources  such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:
    

<TABLE>
Type of Distribution      Tax Rate for 15% Bracket   Tax Rate for 28% Bracket or Above
- --------------------------------------------------------------------------------------
<S>                       <C>                        <C>
Short-term capital gains  Ordinary income rate       Ordinary income rate
- --------------------------------------------------------------------------------------
Long-term capital gains   10%                        20%
</TABLE>

   
The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions may also be subject to state and local taxes.  Because  everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

   
Your  redemptions--including  exchanges  to other  American  Century  funds--are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held less than or equal to 12 months.
Long-term  capital  gains  are  gains on fund  shares  you held for more than 12
months. If your shares decrease in value,  their sale or exchange will result in
a long-term or short-term capital loss.
    

/left margin callout/

> BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

/end left margin callout/


www.americancentury.com                        American Century Investments  13


MULTIPLE CLASS INFORMATION

   
American Century offers three classes of the fund: Investor Class, Institutional
Class and Advisor Class. The shares offered by this Prospectus are Institutional
Class  shares and are  offered  primarily  to  institutional  investors  through
institutional  distribution  channels,  such  as  employer-sponsored  retirement
plans, or through banks, broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The fund may offer a  different  class of
shares primarily to institutional  investors through institutional  distribution
channels,  such as  employer-  sponsored  retirement  plans,  or through  banks,
broker-dealers and insurance  companies.  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 advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the 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.


14  American Century Investments                                  1-800-345-3533


PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
fund's original class of shares.  This class,  the Investor  Class,  has a total
expense  ratio  that is  0.25%  higher  than  the  Institutional  Class.  If the
Institutional Class existed during the periods presented,  its performance would
have been higher because of the lower expense.

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, the table includes as appropriate
    

o share price at the beginning of the period

o investment income and capital gains or losses

o distributions of income and capital gains paid to shareholders

o share price at the end of the period

The table also includes some key statistics for the period as appropriate

   
o Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net Income Ratio--net investment income as a percentage of average net asset

o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.
    


www.americancentury.com                        American Century Investments  15


<TABLE>
<CAPTION>
   
BALANCED FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA

                                                           1998           1997           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>            <C>     
Net Asset Value, Beginning of Year ....................$  19.55       $  18.55       $  17.70       $  15.94       $  16.52


Income From Investment Operations

   Net Investment Income ..............................    0.42(1)        0.40(1)        0.44(1)        0.48(1)        0.42

   Net Realized and Unrealized Gain
   (Loss) on Investment Transactions ..................    1.45           2.41           1.88           2.03          (0.58)


   Total From Investment Operations ...................    1.87           2.81           2.32           2.51          (0.16)


Distributions

   From Net Investment Income .........................   (0.43)         (0.43)         (0.46)         (0.48)         (0.42)

   From Net Realized Gains on
   Investment Transactions ............................   (1.60)         (1.38)         (1.01)         (0.27)          --


   Total Distributions ................................   (2.03)         (1.81)         (1.47)         (0.75)         (0.42)


Net Asset Value, End of Year ..........................$  19.39       $  19.55       $  18.55       $  17.70       $  15.94


   Total Return(2) ....................................   10.46%         16.34%         14.04%         16.36%         (0.93)%

RATIOS/SUPPLEMENTAL DATA

                                                           1998           1997           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------------------------

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

Ratio of Net Investment Income to Average Net Assets ..    2.16%          2.15%          2.50%          2.90%          2.70%

Portfolio Turnover Rate ...............................     102%           110%           130%            85%            94%

Net Assets, End of Year (in millions) .................$    938       $    926       $    879       $    816       $    704
</TABLE>

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

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


16  American Century Investments                                 1-800-345-3533
    

NOTES


www.americancentury.com                        American Century Investments  17


   
MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.


You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o In person          SEC Public Reference Room
                     Washington, D.C.
                     Call 1-800-SEC-0330 for location
                     and hours.

o On the Internet    www.sec.gov

   
o By mail            SEC Public Reference Section
                     Washington, D.C. 20549-6009
                     (The SEC will charge a fee for copying the
                     documents.)

Investment Company Act File No. 811-0816
    

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


   
                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419385
                        Kansas City, Missouri 64141-6385
                         1-800-345-3533 or 816-531-5575

SH-PRS-15176  9902
<PAGE>
    
   
                                AMERICAN CENTURY

                                   Prospectus

                                                         Limited-Term Bond Fund
                                                    Intermediate-Term Bond Fund
                                                                      Bond Fund
    

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

[LEFT MARGIN CALLOUT]

   
MARCH 1, 1999
INVESTOR CLASS

  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
   SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE
                 WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

                                        Distributed by Funds Distributor, Inc.

[END LEFT MARGIN CALLOUT]


Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the funds and tracking  your
investments. Take a look inside, and you'll see this prospectus is different.
It takes a clear-cut approach to fund information.

  Inside you'll find:

   *  The funds' primary investments and risks

   *  A description of who may or may not want to invest in the funds

   *  Fund performance, including returns for each year, best and worst quarters
      and average annual returns compared to the funds' benchmarks

   *  An overview of services available and ways to manage your accounts

   *  Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:
    *   Growth                             *   Aggressive
    *   Growth and Income                  *   Moderate
    *   Income                             *   Conservative
    *   Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our  Investing  with  American   Century   brochure,   our  Investor   Relations
Representatives are available weekdays, 7 a.m. to 7 p.m., and Saturdays,  9 a.m.
to 2 p.m., Central time. Our toll-free number is 1-800-345-2021. We look forward
to helping you achieve your financial goals.

                                    Sincerely,

                                    /s/Mark Killen
                                    Mark Killen
                                    Senior Vice President
                                    American Century Investment Services, Inc.

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

American Century Investments

P.O. Box 419200
Kansas City, MO
64141-6200

[END LEFT MARGIN CALLOUT]


TABLE OF CONTENTS

An Overview of the Funds ..................................................    2
Fees and Expenses .........................................................    3
Information about the Funds ...............................................    4
     Limited-Term Bond Fund
     Intermediate-Term Bond Fund
     Bond Fund
Basics of Fixed-Income Investing ..........................................    6
Management ................................................................    9
Investing with American Century ...........................................   12
Share Price and Distributions .............................................   16
Taxes .....................................................................   17
Multiple Class Information ................................................   18
Financial Highlights ......................................................   19
    

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Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.



+ This symbol highlights special information and helpful tips.


                                                  American Century Investments


AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT GOALS?

These funds seek  income  from  investments  in  corporate  bonds and other debt
obligations.

WHAT ARE THE FUNDS' PRIMARY INVESTMENTS AND RISKS?

The funds  invest  most of their  assets in quality  DEBT  SECURITIES  issued by
corporations.  The chart below shows the  primary  differences  among the funds.
Additional  important  information  about the funds'  investment  strategies and
risks begins on page 4.

Fund                    Primary Investments                 Primary Risks
- --------------------------------------------------------------------------------
Limited-Term Bond       Quality short-term debt securities  Liquidity risk
                                                            Some credit risk
                                                            Some interest rate
                                                            risk
- --------------------------------------------------------------------------------
Intermediate-Term Bond  Quality intermediate-term           Liquidity risk
                        debt securities                     Some credit risk
                                                            Interest rate risk
- --------------------------------------------------------------------------------
Bond                    Quality intermediate-               Liquidity risk
                        and longer-term                     Some credit risk
                        debt securities                     High interest rate
                                                            risk

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are
* seeking current income
* comfortable with the funds' other investment risks

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are 
* investing for long-term growth
* looking for the added security of FDIC insurance

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DEBT  SECURITIES  means bonds,  notes and  debentures.  Debt securities also are
sometimes called fixed-income securities.
    

Lower Income
More Liquid
Shorter Term

Higher Income
Less Liquid
Longer Term

   
+ An  investment  in the funds is not a bank  deposit,  and it is not insured or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.
    

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2        American Century Investments                            1-800-345-2021


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the Investor Class shares of other American Century funds

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the funds.

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

   
                     Management   Distribution and  Other        Total Annual
                     Fee          Service           Expenses(1)  Fund Operating
                                  (12b-1) Fees                   Expenses
- ------------------------------------------------------------------------------
    

Limited-Term Bond    0.70%        None              0.00%        0.70%
- ------------------------------------------------------------------------------
Intermediate-Term
Bond                 0.75%        None              0.00%        0.75%
- ------------------------------------------------------------------------------
Bond                 0.80%        None              0.00%        0.80%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
independent trustees, their legal counsel,  interest and extraordinary expenses,
were less than 0.005% for the most recent fiscal year.

EXAMPLES

The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .

   
*  invest $10,000 in the fund
*  redeem all of your shares at the end of the periods shown below
*  earn a 5% return each year
*  incur the same operating expenses as shown above
    

 . . .your cost of investing in the fund would be:

                        1 year        3 years        5 years       10 years
- -------------------------------------------------------------------------------
Limited-Term Bond        $71           $224           $389           $868
- -------------------------------------------------------------------------------
Intermediate-Term Bond   $76           $239           $416           $928
- -------------------------------------------------------------------------------
Bond                     $82           $255           $443           $987

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+ Use this example to compare the costs of investing in other funds.  Of course,
your actual costs may be higher or lower.

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www.americancentury.com                   American Century Investments         3


INFORMATION ABOUT THE FUNDS

   
LIMITED-TERM BOND FUND
INTERMEDIATE-TERM BOND FUND
BOND FUND
    

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek  income  from  investments  in  corporate  bonds and other debt
obligations.

   
HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

The funds invest most of their assets in QUALITY  DEBT  SECURITIES  of differing
maturities.  However,  up to  15% of  the  funds'  assets  may  be  invested  in
securities rated in the fifth highest category by an independent  rating agency,
or determined to be of comparable quality by the advisor.  Corporations  usually
issue  these  securities  to  finance   existing   operations  or  expand  their
businesses.   The  remainder  will  be  invested  in  short-term   money  market
instruments.  For more information about the funds' credit quality standards and
about credit risk,  please see "Basics of Fixed-Income  Investing"  beginning on
page 6.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

The funds  differ in the maturity of the debt  securities  they  purchase.  This
difference is shown on the chart below.

                                Expected Weighted Average Maturity Range
- -----------------------------------------------------------------------------
Limited-Term Bond               1-5 years
- -----------------------------------------------------------------------------
Intermediate-Term Bond          3-10 years
- -----------------------------------------------------------------------------
Bond                            8-20 years

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

The funds have different weighted average maturities. Because of this, the funds
will  respond  differently  to  changes in  interest  rates.  Funds with  longer
weighted  average  maturities are more sensitive to interest rate changes.  When
interest  rates rise,  the values of the funds usually  fall,  but the values of
funds with longer weighted average maturities generally will fall farther.

   
The funds' share values will fluctuate.  In general,  the funds that have higher
potential  income have higher potential loss. If you sell your shares when their
value is less than the price you paid, you will lose money.
    

                                Potential Income            Potential Loss
- -----------------------------------------------------------------------------
Limited-Term Bond               Lower                       Lower
- -----------------------------------------------------------------------------
Intermediate-Term Bond          Moderate                    Moderate
- -----------------------------------------------------------------------------
Bond                            Higher                      Higher

   
Although  most  of the  securities  purchased  by the  funds  are  quality  debt
securities at the time of purchase, the funds may invest part of their assets in
securities rated in the lowest  investment-grade  category (e.g., BBB) and up to
15% of their assets in securities  rated in the fifth category (e.g.,  BB). As a
result, the funds have some credit risk. Although they are considered investment
grade,  issuers of BBB-rated  securities (and securities of similar quality) are
more likely to have problems making interest and principal payments than issuers
of higher-rated  securities.  Issuers of BB-rated  securities (and securities of
similar  quality)  are  considered  to face major  uncertainties  or exposure to
adverse  business,   financial  or  economic   conditions  that  could  lead  to
difficulties in making timely payments of principal and interest.
    

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A QUALITY DEBT SECURITY is one that has been determined to be investment  grade.
This can be  established in a number of ways.  For example,  independent  rating
agencies may rate the security in one of their four highest  rating  categories.
The funds'  advisor  also can analyze an unrated  security to  determine  if its
credit quality is high enough for investment.
    

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4        American Century Investments                            1-800-345-2021


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The  following  bar chart shows the  performance  of the funds'  Investor  Class
shares for each of the last 10 calendar  years or for each full calendar year in
the life of the fund if less than 10 years.  It indicates the  volatility of the
funds' historical returns from year to year.
    

[bar chart]
<TABLE>
<S>                   <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>       <C> 
                      1998     1997     1996      1995     1994     1993     1992      1991     1990      1989

Limited-Term Bond     6.30%    6.41%    4.42%    10.94%

Intermediate-Term
Bond                  7.46%    8.20%    3.26%    15.12%

Bond                  6.56%    8.75%    2.43%    20.28%   -4.49%   10.15%    5.60%    17.50%    6.04%    13.97%
</TABLE>

Highest and Lowest Quarterly Returns

   
The  highest  and  lowest  returns  of the funds'  Investor  Class  shares for a
calendar  quarter  during the period  reflected by the  preceding  bar chart are
provided below to indicate the funds' historical short-term volatility.
    

[bar chart]
              Limited-Term Bond       Intermediate-Term Bond         Bond
Highest            3.20%                    4.77%                   9.11%
                  2Q 1995                  4Q 1995                 2Q 1989

Lowest             0.02%                   -1.38%                  -3.58%
                  1Q 1996                  1Q 1996                 1Q 1990

Average Annual Returns

   
The  following  table shows the average  annual  returns of the funds'  Investor
Class  shares  for the  periods  indicated  during  the life of the  funds.  The
benchmarks are unmanaged  indices that have no operating  costs and are included
in the table for performance comparison.

For the calendar year
ended December 31, 1998      1 year    5 years     10 years     Life of Fund*
- ------------------------------------------------------------------------------
Limited-Term Bond            6.30%       N/A          N/A          5.71%

Merrill Lynch 1- to 5-year
Govt./Corp. Index            7.64%       N/A          N/A          6.53%
- ------------------------------------------------------------------------------
Intermediate-Term Bond       7.46%       N/A          N/A          6.65%

Lehman Intermediate
Govt./Corp. Index            8.44%       N/A          N/A          6.92%
- ------------------------------------------------------------------------------
Bond                         6.56%       6.40%       8.46%         7.64%

Lehman Aggregate Bond Index  8.69%       7.27%       9.26%         8.52%
    

*The inception dates for the funds are: Limited-Term Bond and Intermediate-Term
Bond, March 1, 1994; and Bond, March 2, 1987.

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+The  performance  information on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.

+For  current  performance  information,  including  yields,  please  call us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.
    

[END LEFT MARGIN CALLOUT]


www.americancentury.com                    American Century Investments        5


   
BASICS OF FIXED-INCOME INVESTING
    

DEBT SECURITIES

   
When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
debt  security is first sold by the  issuer,  it may be bought and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.
    

The fund managers decide which debt securities to buy and sell by

*  determining which securities help a fund meet its maturity requirements

*  identifying securities that satisfy a fund's credit quality requirements

*  evaluating the current economic conditions and assessing the risk of
   inflation

*  evaluating special features of the securities that may make them more or
   less attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

   
Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining maturities of all the debt securities the fund owns
to evaluate the interest rate sensitivity of the entire portfolio.  This average
is  weighted  according  to the size of the fund's  individual  holdings  and is
called WEIGHTED AVERAGE  MATURITY.  The following chart shows how a fund manager
would  calculate  the weighted  average  maturity for a fund that owned only two
debt securities
                      Amount of        Percent of   Remaining       Weighted
                      Security owned   Portfolio    Maturity        Maturity
- --------------------------------------------------------------------------------
Debt Security A       $100,000         25%           1,000 days       250 days
- --------------------------------------------------------------------------------
Debt Security B       $300,000         75%          10,000 days     7,500 days
- --------------------------------------------------------------------------------
Weighted Average
Maturity                                                            7,750 days
    

TYPES OF RISK

The basic types of risk that the funds face are described below.

Interest Rate Risk

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise; when interest rates rise, prices fall.  Because the funds invest primarily
in  debt   securities,   changes  in  interest  rates  will  affect  the  funds'
performance.

The degree to which interest rate changes affect the funds'  performance  varies
and is related to the weighted average maturity of each fund. For example,  when
interest  rates rise, you can expect the share value of a long-term bond fund to
fall more than that of a short-term  bond fund. When rates fall, the opposite is
true. This sensitivity to interest rate changes is called interest rate risk.

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WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.

+The longer a fund's  weighted  average  maturity,  the more  sensitive it is to
changes in interest rates.

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6        American Century Investments                             1-800-345-2021


When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:

Remaining Maturity   Current Price   Price After 1% Increase   Change in Price
- --------------------------------------------------------------------------------
1 year                  $100.00             $99.06                  -0.94%
- --------------------------------------------------------------------------------
3 years                 $100.00             $97.38                  -2.62%
- --------------------------------------------------------------------------------
10 years                $100.00             $93.20                  -6.80%
- --------------------------------------------------------------------------------
30 years                $100.00             $88.69                 -11.31%

CREDIT RISK

   
Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and make interest and  principal  payments on
time. Generally, a lower credit rating indicates a greater risk of nonpayment. A
lower rating also may indicate  that the issuer has a more senior series of debt
securities, which means that if the issuer has difficulties making its payments,
the more senior series of debt is first in line for payment.

It's not as simple as buying the  highest-rated  debt securities.  Higher credit
ratings   usually  mean  lower  interest  rates,  so  investors  often  purchase
securities that aren't the highest-rated to increase return. If a fund purchases
lower-rated securities, it assumes additional credit risk.
    

The following  chart shows the  authorized  credit  quality ranges for the funds
offered by this Prospectus.

- --------------------------------------------------------------------------------
              INVESTMENT GRADE                           NON-INVESTMENT GRADE
- --------------------------------------------------------------------------------
                        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       X
- --------------------------------------------------------------------------------
Intermediate-
Term Bond         X       X      X       X       X
- --------------------------------------------------------------------------------
Bond              X       X      X       X       X
- --------------------------------------------------------------------------------

   
Securities  rated  in  one  of  the  highest  four  categories  by a  nationally
recognized  securities rating organization (e.g.,  Moody's or Standard & Poor's)
are  considered  "investment  grade."  Although they are  considered  investment
grade, an investment in these securities still involves some credit risk since a
AAA rating is not a guarantee  of  payment.  For a complete  description  of the
ratings system,  see  "Explanation of  Fixed-Income  Securities  Ratings" in the
Statement of  Additional  Information.  The funds' credit  quality  restrictions
apply at the time of purchase;  the fund will not necessarily sell securities if
they are downgraded by a rating agency.
    

Liquidity Risk

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.

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+ Credit quality may be lower when the issuer has

*   a high debt level

*   a short operating history

*   a senior level of debt

*   a difficult, competitive environment

+ The Statement of Additional  Information  provides a detailed  description  of
these securities ratings.

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www.americancentury.com                   American Century Investments         7


Inflation Risk

   
The safest investments usually have the lowest potential income and performance.
During  periods  of  high  inflation,   shorter-term   fixed-income  investments
typically  perform better.  This reflects the high  short-term  demand for money
when inflation is high. The risk that your  short-term  performance  will suffer
during periods of high inflation is called inflation risk.
    

A COMPARISON OF BASIC RISK FACTORS

The  following  chart  depicts the basic risks of investing in the funds.  It is
designed to help you compare  these funds with each other;  it shouldn't be used
to compare these funds with other mutual funds.

                         Interest       Credit      Liquidity       Inflation
                         Rate Risk      Risk        Risk            Risk
- --------------------------------------------------------------------------------
Limited-Term Bond        Low            Similar     Similar         High
- --------------------------------------------------------------------------------
Intermediate-Term Bond   Medium         Similar     Similar         Medium
- --------------------------------------------------------------------------------
Bond                     High           Similar     Similar         Low

The funds  engage in a variety of  investment  techniques  as they pursue  their
investment  objectives.  Each technique has its own characteristics and may pose
some  level of risk to the funds.  If you would  like to learn more about  these
techniques,  you should review the Statement of  Additional  Information  before
making an investment.


8        American Century Investments                             1-800-345-2021


MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than two-thirds of the directors are independent of the funds' advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

   
The advisor is responsible for managing the investment  portfolios of the funds,
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

For the  services it provided to the funds  during the most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class of shares of each fund.  The amount of
the management fee for a fund is calculated on a class-by-class  basis daily and
paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.  A portion of the  management fee may be paid by the fund's advisor to
unaffiliated third parties who provide recordkeeping and administrative services
that would otherwise be performed by an affiliate of the advisor.
    

Management Fees Paid by the Funds to the Advisor as a Percentage of Average
Net Assets for the Most Recent Fiscal Year Ended October 31, 1998
- --------------------------------------------------------------------------------
Limited-Term Bond                                                      0.70%
- --------------------------------------------------------------------------------
Intermediate-Term Bond                                                 0.75%
- --------------------------------------------------------------------------------
Bond                                                                   0.80%


www.americancentury.com                   American Century Investments       9


THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.
    

The portfolio managers on the investment team are identified below:

NORMAN E. HOOPS

Mr. Hoops, Senior Vice President and Portfolio Manager, has been a member of the
team that manages the funds since the funds'  inception in March 1994. He joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April  1993,  he became  Senior Vice  President.  He has a bachelor of arts from
Indiana University and an MBA from Butler University.

JEFFREY L. HOUSTON

   
Mr. Houston, Vice President and Portfolio Manager, has been a member of the team
that  manages  the funds  since  June  1995.  He joined  American  Century as an
Investment Analyst in 1990 and was promoted to Portfolio Manager in 1994. He has
a bachelor  of arts from the  University  of Delaware  and an MPA from  Syracuse
University. He is a Chartered Financial Analyst.

JOHN F. WALSH

Mr.  Walsh,  Portfolio  Manager,  has been a member  of the  team  that  manages
Limited-Term  Bond since January 1999.  He joined  American  Century in February
1996 as an Investment  Analyst.  Prior to joining American Century, he served as
an Assistant Vice President and Analyst for First  Interstate Bank, Los Angeles,
from July 1993 to January  1996.  He has a bachelor's  degree in marketing  from
Loyola Marymount and an MBA in finance from Creighton University.
    

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+CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

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10        American Century Investments                            1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


 www.americancentury.com                   American Century Investments    11


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

   
WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE

Investor Relations
1-800-345-2021

Business, Not-For-Profit and Employer-Sponsored Retirement Plans
1-800-345-3533

Automated Information Line
1-800-345-8765

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

Call an Investor Relations Representative.

[illustration of telephone]
- --------------------------------------------------------------------------------
BY MAIL OR FAX

P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

OPEN AN ACCOUNT

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us  written  instructions  or a  redemption  form to sell  shares.  Call an
Investor Relations Representative to request a form.

[illustration of envelope]
- --------------------------------------------------------------------------------
ONLINE

www.americancentury.com

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

Make an additional  investment into an established  American  Century account if
you have authorized us to invest from your bank account.

SELL SHARES

Not available.

[illustration of computer]


12       American Century Investments                             1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce  expenses and show respect for our  environment,  we will deliver most
financial reports, prospectuses and account statements to households in a single
envelope,  even if the accounts are registered  under  different  names.  If you
would like additional  copies of financial  reports and prospectuses or separate
mailing of account statements, please call us.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.

- --------------------------------------------------------------------------------
BY WIRE

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information:

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918

* The fund name

* Your American Century account number*

* Your name

* The contribution year (for IRAs only)

*For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not applicable.

[LEFT MARGIN CALLOUT]

+Please  remember that if you request  redemptions by wire, $10 will be deducted
from the amount redeemed. Your bank also may charge a fee.

[END LEFT MARGIN CALLOUT]

[illustration of wire machine]
- --------------------------------------------------------------------------------
AUTOMATICALLY

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written  instructions to set up an automatic exchange of shares from one
American Century account to another.

MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemptions.

[illustration of rotating arrows]
- --------------------------------------------------------------------------------
IN PERSON

If you prefer to handle your  transactions in person,  visit one of the Investor
Centers  listed  below.  A  representative  can help you open an  account,  make
additional investments and sell or exchange shares.


4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday - Friday    8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday

1665 Charleston Road
Mountain View, California               9445 East County Line Road, Suite A
8 a.m. to 5 p.m., Monday - Friday       Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday


www.americancentury.com                   American Century Investments       13


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                             $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                                 $1,000
- --------------------------------------------------------------------------------
Roth IRA                                                        $1,000
- --------------------------------------------------------------------------------
Education IRA                                                     $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                                       $2,500
- --------------------------------------------------------------------------------
403(b)                                                      No Minimum
- --------------------------------------------------------------------------------
Qualified Retirement Plans                                     $2,500*

*The minimum investment requirements may be different for some types of
retirement accounts.
    

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

   
If  redemption  activity  causes your account  balance to fall below the minimum
initial  investment  amount, we will notify you and give you 90 days to meet the
minimum.  If you do not meet the  deadline,  American  Century  will  redeem the
shares in the account and send the proceeds to your address of record.
    

INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

   
*  cutoff time for investments
    

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

   
Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.
    

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on their behalf up to the time at which
the net asset value is determined.  If those orders are  transmitted to American
Century and paid for in accordance with the contract, they will be priced at the
net asset value next  determined  after  receipt of the request in good order by
the intermediary on a fund's behalf.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds
    


[LEFT MARGIN CALLOUT]

+Financial intermediaries include banks, broker-dealers, insurance  companies
and investment advisors.

[END LEFT MARGIN CALLOUT]


14       American Century Investments                             1-800-345-2021


   
and their  shareholders,  we  reserve  the right to reject  any  purchase  order
(including  exchanges)  from any  investor  we believe  has a history of abusive
trading or whose  trading,  in our judgment,  has been or may be disruptive to a
fund. In making this judgment, we may consider trading done in multiple accounts
under common  ownership or control.  We also reserve the right to delay delivery
of  your  redemption  proceeds  -- up to  seven  days  --  or to  honor  certain
redemptions with securities, rather than cash, as described in the next section

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.


www.americancentury.com                   American Century Investments        15
    


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE (NAV) of the funds as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a  fund's  NAV is not  calculated.  So,  the  value  of a  fund's
portfolio  may be affected on days when you can't  purchase or redeem  shares of
the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.
    

DISTRIBUTIONS

   
Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment securities.  Each fund pays distributions from net income
monthly. Each fund generally pays distributions of capital gains, if any, once a
year in December.  A fund may make more frequent  distributions  if necessary to
comply with Internal Revenue Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

[LEFT MARGIN CALLOUT]

The NET ASSET VALUE of a fund is the price of the fund's shares.

   
CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.
    

[END LEFT MARGIN CALLOUT]


   
16       American Century Investments                             1-800-345-2021
    


TAXES


   
The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received  and  capital  gains  they  have  generated  through  their  investment
activities.  Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.

Tax-Deferred Accounts
    

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

   
Taxable Accounts
    

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

   
Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short-term or long-term and are taxed
as follows:

Type of Distribution           Tax Rate for             Tax Rate for
                               15% Bracket              28% Bracket or
above
- --------------------------------------------------------------------------------
Short-term capital gains       Ordinary income rate     Ordinary income rate
- --------------------------------------------------------------------------------
Long-term capital gains        10%                      20%


The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American  Century  will detail the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions may also be subject to state and local taxes.  Because  everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

   
Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.
    


[LEFT MARGIN CALLOUT]

+BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

   
If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.
    

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments        17


MULTIPLE CLASS INFORMATION

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

American  Century  offers the other class of shares  primarily to  institutional
investors,    through    institutional    distribution    channels    such    as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance companies. 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  advisor  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the 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.


   
18       American Century Investments                             1-800-345-2021
    


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the fund is not five years old.

On a per-share basis, each table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate
    

*  Total  Return--the  overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

   
*  Portfolio Turnover--the percentage of the funds' buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the funds' annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.


www.americancentury.com                   American Century Investments       19
    


<TABLE>
<CAPTION>
   
LIMITED-TERM BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA

                                                  1998           1997           1996          1995       1994(1)
- ------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>           <C>           <C>       
Net Asset Value, Beginning of Period .......$     9.98     $     9.93     $     9.96    $     9.68    $    10.00

Income From Investment Operations
  Net Investment Income ....................      0.55           0.56           0.56          0.56          0.31

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ...............      0.08           0.05          (0.03)         0.28         (0.32)

  Total From Investment Operations .........      0.63           0.61           0.53          0.84         (0.01)

Distributions
  From Net Investment Income ...............     (0.55)         (0.56)         (0.56)        (0.56)        (0.31)

  From Net Realized Gains
  on Investment Transactions ...............     (0.01)          --             --            --            --

  Total Distributions ......................     (0.56)         (0.56)         (0.56)        (0.56)        (0.31)


Net Asset Value, End of Period .............$    10.05     $     9.98     $     9.93    $     9.96    $     9.68

Total Return(2) ............................      6.58%          6.30%          5.48%         8.89%        (0.08)%

RATIOS/SUPPLEMENTAL DATA
                                                  1998           1997           1996          1995          1994
- ------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to
Average Net Assets .........................      0.70%          0.69%          0.68%         0.69%         0.70%(3)

Ratio of Net Investment Income
to Average Net Assets ......................      5.56%          5.63%          5.63%         5.70%         4.79%(3)

Portfolio Turnover Rate ....................        97%           109%           121%          116%           48%

Net Assets, End of Period (in thousands) ...$   18,838     $   15,269     $    8,092    $    7,193    $    4,375

(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


20       American Century Investments                             1-800-345-2021


INTERMEDIATE-TERM BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                  1998           1997           1996           1995        1994(1)
- ------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .......$    10.07     $     9.91     $    10.07     $     9.53     $    10.00

Income From Investment Operations
  Net Investment Income ....................      0.58           0.59           0.58           0.59           0.34

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ...............      0.17           0.16          (0.06)          0.54          (0.47)

  Total From Investment Operations .........      0.75           0.75           0.52           1.13          (0.13)

Less Distributions
  From Net Investment Income (dividends) ...     (0.58)         (0.59)         (0.58)         (0.59)         (0.34)

  From Net Realized Gains
  on Investment Transactions ...............      --             --            (0.10)          --             --

  Total Distributions ......................     (0.58)         (0.59)         (0.68)         (0.59)         (0.34)

Net Asset Value, End of Period .............$    10.24     $    10.07     $     9.91     $    10.07     $     9.53

  Total Return(2) ..........................      7.71%          7.87%          5.36%         12.19%         (1.24)%

RATIOS/SUPPLEMENTAL DATA
                                                  1998           1997           1996           1995           1994
- ------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to
Average Net Assets .........................      0.75%          0.75%          0.74%          0.74%          0.75%(3)

Ratio of Net Investment Income
to Average Net Assets ......................      5.73%          5.99%          5.90%          6.05%          5.23%(3)

Portfolio Turnover Rate ....................        89%            99%            87%           133%            48%

Net Assets, End of Period
(in thousands) .............................$   26,797     $   18,126     $   15,626     $   12,827     $    4,262

(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


See Notes to Financial Statements


www.americancentury.com                   American Century Investments        21


BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA

                                                   1998            1997            1996           1995            1994
- -----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ....   $      9.73     $      9.63     $      9.78     $      8.91     $     10.21

Income From Investment Operations
  Net Investment Income .................          0.57            0.60            0.60            0.61            0.58

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ............          0.07            0.19           (0.14)           0.87           (1.12)

  Total From Investment Operations ......          0.64            0.79            0.46            1.48           (0.54)

Less Distributions

From Net Investment Income ..............         (0.57)          (0.60)          (0.60)          (0.61)          (0.58)

  From Net Realized Gains
  on Investment Transactions ............         (0.03)          (0.09)          (0.01)           --             (0.18)

  Total Distributions ...................         (0.60)          (0.69)          (0.61)          (0.61)          (0.76)

Net Asset Value, End of Period ..........   $      9.77     $      9.73     $      9.63     $      9.78     $      8.91

  Total Return(1) .......................          6.79%           8.57%           4.91%          17.16%          (5.47)%

RATIOS/SUPPLEMENTAL DATA
                                                   1998            1997            1996            1995            1994
- -----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ...................          0.80%           0.80%           0.79%           0.78%           0.88%

Ratio of Net Investment Income
to Average Net Assets ...................          5.87%           6.25%           6.18%           6.53%           6.07%

Portfolio Turnover Rate .................            66%             52%            100%            105%             78%

Net Assets, End of Period (in thousands)    $   145,496     $   126,580     $   142,567     $   149,223     $   121,012

(1) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.
</TABLE>

See Notes to Financial Statements


22       American Century Investments                             1-800-345-2021


NOTES
    

www.americancentury.com                  American Century Investments         23


NOTES

24       American Century Investments                             1-800-345-2021


NOTES

www.americancentury.com                  American Century Investments         25

   
MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the funds'  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
funds' performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the funds'  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.


You  also  can get  information  about  the funds (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o In person          SEC Public Reference Room
                     Washington, D.C.
                     Call 1-800-SEC-0330 for location
                     and hours.

o On the Internet    www.sec.gov

   
o By mail            SEC Public Reference Section
                     Washington, D.C. 20549-6009
                     (The SEC will charge a fee for copying the
                     documents.)

Investment Company Act File No. 811-0816
    

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


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

9902
SH-PRS-15109

                                                         Funds Distributor, Inc.
                                   (c)1999 American Century Services Corporation
<PAGE>
                                AMERICAN CENTURY

                                   Prospectus

                                                         Limited-Term Bond Fund
                                                    Intermediate-Term Bond Fund
                                                                      Bond Fund
    

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


[LEFT MARGIN CALLOUT]

   
MARCH 1, 1999
ADVISOR CLASS


  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESES
 ECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
                   TELLS YOU OTHERWISE IS COMMITTING A CRIME.

                                         Distributed by  Funds Distributor, Inc.

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Dear Investor,


  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the funds and tracking  your
investments. Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

    *   The funds' primary investments and risks

    *   A description of who may or may not want to invest in the funds

    *   Fund  performance,  including  returns  for each  year,  best and  worst
        quarters and average annual returns compared to the funds' benchmarks

    *   An overview of services available and ways to manage your accounts

    *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

The four broad objectives are:         The three risk categories are:

        *  Growth                        *   Aggressive

        *  Growth and Income             *   Moderate

        *  Income                        *   Conservative

        *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our Investing with American Century brochure,  our Service  Representatives  are
available  weekdays,  8 a.m. to 5 p.m.,  Central time.  Our toll-free  number is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                     Sincerely,

                                     /s/Mark Killen
                                     Mark Killen
                                     Senior Vice President
                                     American Century Investment Services, Inc.

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

American Century
Investments

P.O. Box 419385
Kansas City, MO
64141-6385


TABLE OF CONTENTS

An Overview of the Funds ..................................................    2
Fees and Expenses .........................................................    3
Information about the Funds ...............................................    4
     Limited-Term Bond Fund
     Intermediate-Term Bond Fund
     Bond Fund
Basics of Fixed-Income Investing ..........................................    6
Management ................................................................    9
Investing with American Century ...........................................   12
Share Price and Distributions .............................................   14
Taxes .....................................................................   15
Multiple Class Information ................................................   16
Financial Highlights ......................................................   17
Performance Information of Other Class ....................................   21
    

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Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

+This symbol highlights special  information and helpful tips.

[END LEFT MARGIN CALLOUT]


                                                    American Century Investments


AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT GOALS?

These funds seek  income  from  investments  in  corporate  bonds and other debt
obligations.

WHAT ARE THE FUNDS' PRIMARY INVESTMENTS AND RISKS?

The funds  invest  most of their  assets in quality  DEBT  SECURITIES  issued by
corporations.  The chart below shows the  primary  differences  among the funds.
Additional  important  information  about the funds'  investment  strategies and
risks begins on page 4.

Fund                      Primary Investments             Primary Risks
- --------------------------------------------------------------------------------
Limited-Term Bond         Quality short-term debt         Liquidity risk        
                          securities                      Some credit risk      
                                                          Some interest rate    
                                                          risk                  
- --------------------------------------------------------------------------------
Intermediate-Term Bond    Quality intermediate-term       Liquidity risk
                          debt securities                 Some credit risk
                                                          Interest rate risk
- --------------------------------------------------------------------------------
Bond                      Quality intermediate- and       Liquidity risk
                          longer-term debt securities     Some credit risk
                                                          High interest rate
                                                          risk


WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking current income

*  comfortable with the funds' other investment risks

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  investing for long-term growth

*  looking for the added security of FDIC insurance

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DEBT  SECURITIES  means bonds,  notes and  debentures.  Debt securities also are
sometimes called fixed-income securities.

Lower Income More Liquid Shorter Term

Higher Income Less Liquid Longer Term

+An  investment  in the funds is not a bank  deposit,  and it is not  insured or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.
    

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2        American Century Investments                             1-800-345-3533
    


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the Advisor Class shares of other American Century funds

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the funds.

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

   
                              Management     Distribution       Other            Total Annual Fund
                              Fee            and Service        Expenses(2)      Operating Expenses
                                             (12b-1) Fees(1)
- ------------------------------------------------------------------------------------------------
<S>                           <C>            <C>                <C>              <C>  
Limited-Term Bond             0.45%          0.50%              0.00%            0.95%
- ------------------------------------------------------------------------------------------------
Intermediate-Term Bond        0.50%          0.50%              0.00%            1.00%
- ------------------------------------------------------------------------------------------------
Bond                          0.55%          0.50%              0.00%            1.05%
</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  advisor,  and a portion is used to
     compensate them for distribution and other shareholder services.
     See "Service and Distribution Fees," page 16.
    

(2)  Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
     independent  trustees,  their legal  counsel,  interest  and  extraordinary
     expenses, were less than 0.005% for the most recent fiscal year.

EXAMPLES

   
The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .
    

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

   
*  earn a 5% return each year

*  incur the same operating expenses as shown above
    

 . . . your cost of investing in the fund would be:

   
                           1 year        3 years       5 years        10 years
- ----------------------------------------------------------------------------
Limited-Term Bond          $ 97          $302          $524           $1,162
- ----------------------------------------------------------------------------
Intermediate-Term Bond     $102          $318          $551           $1,219
- ----------------------------------------------------------------------------
Bond                       $107          $333          $577           $1,277
    

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+ Use this example to compare the costs of investing in other funds.  Of course,
your actual costs may be higher or lower.
    

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www.americancentury.com                   American Century Investments         3


INFORMATION ABOUT THE FUNDS

LIMITED-TERM BOND FUND 
INTERMEDIATE-TERM BOND FUND 
BOND FUND
    

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

These funds seek  income  from  investments  in  corporate  bonds and other debt
obligations.

   
HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

The funds invest most of their assets in QUALITY  DEBT  SECURITIES  of differing
maturities.  However,  up to  15% of  the  funds'  assets  may  be  invested  in
securities rated in the fifth highest category by an independent  rating agency,
or determined to be of comparable quality by the advisor.  Corporations  usually
issue  these  securities  to  finance   existing   operations  or  expand  their
businesses.   The  remainder  will  be  invested  in  short-term   money  market
instruments.  For more information about the funds' credit quality standards and
about credit risk,  please see "Basics of Fixed-Income  Investing"  beginning on
page 6.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

The funds  differ in the maturity of the debt  securities  they  purchase.  This
difference is shown on the chart below.

                    Expected Weighted Average Maturity Range
- ----------------------------------------------------------------------------
Limited-Term Bond                  1-5 years
- ----------------------------------------------------------------------------
Intermediate-Term Bond             3-10 years
- ----------------------------------------------------------------------------
Bond                               8-20 years

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

The funds have different weighted average maturities. Because of this, the funds
will  respond  differently  to  changes in  interest  rates.  Funds with  longer
weighted  average  maturities are more sensitive to interest rate changes.  When
interest  rates rise,  the values of the funds usually  fall,  but the values of
funds with longer weighted average maturities generally will fall farther.

   
The funds' share values will fluctuate.  In general,  the funds that have higher
potential  income have higher potential loss. If you sell your shares when their
value is less than the price you paid, you will lose money.
    

                                Potential Income       Potential Loss
- ---------------------------------------------------------------------------
Limited-Term Bond               Lower                  Lower
- ---------------------------------------------------------------------------
Intermediate-Term Bond          Moderate               Moderate
- ---------------------------------------------------------------------------
Bond                            Higher                 Higher

   
Although  most  of the  securities  purchased  by the  funds  are  quality  debt
securities at the time of purchase, the funds may invest part of their assets in
securities rated in the lowest  investment-grade  category (e.g., BBB) and up to
15% of their assets in securities  rated in the fifth category (e.g.,  BB). As a
result, the funds have some credit risk. Although they are considered investment
grade,  issuers of BBB-rated  securities (and securities of similar quality) are
more likely to have problems making interest and principal payments than issuers
of higher-rated  securities.  Issuers of BB-rated  securities (and securities of
similar  quality)  are  considered  to face major  uncertainties  or exposure to
adverse  business,   financial  or  economic   conditions  that  could  lead  to
difficulties in making timely payments of principal and interest.
    

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A QUALITY DEBT SECURITY is one that has been determined to be investment  grade.
This can be  established in a number of ways.  For example,  independent  rating
agencies may rate the security in one of their four highest  rating  categories.
The funds'  advisor  also can analyze an unrated  security to  determine  if its
credit quality is high enough for investment.
    

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4        American Century Investments                             1-800-345-3533
    


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The following bar chart shows the performance of the funds' Advisor Class shares
for  each  full  calendar  year  in the  life of the  class.  It  indicates  the
volatility of the historical returns from year to year.
    

[bar chart]
                                  1998

Limited-Term Bond                 6.03%

Intermediate-Term
Bond                              7.19%

Bond                              6.19%


Highest and Lowest Quarterly Returns

   
The highest and lowest returns of the funds' Advisor Class shares for a calendar
quarter during the period reflected by the preceding chart are provided below to
indicate the funds' historical short-term volatility.
    

[bar chart]
             Limited-Term Bond       Intermediate-Term Bond         Bond

Highest            2.75%                    4.05%                   3.36%
                  3Q 1998                  3Q 1998                 3Q 1998

Lowest             0.47%                   -0.31%                  -0.84%
                  4Q 1998                  4Q 1998                 4Q 1998

Average Annual Returns

   
The following table shows the average annual returns of the funds' Advisor Class
shares for the periods  indicated  during the life of the class.  The benchmarks
are unmanaged indices that have no operating costs and are included in the table
for performance comparison.

For the calendar year ended December 31, 1998  1 year       Life of Fund(1)
- ----------------------------------------------------------------------------
Limited-Term Bond                          6.03%            5.96%
Merrill Lynch 1- to 5-year
Govt./Corp. Index                          7.64%            7.77%(2)
- ----------------------------------------------------------------------------
Intermediate-Term Bond                     7.19%            7.59%
Lehman Intermediate Govt./Corp. Index      8.44%            8.91%(3)
- ----------------------------------------------------------------------------
Bond                                       6.19%            7.56%
Lehman Aggregate Bond Index                8.69%            9.99%(3)

(1)  The inception  dates for the Advisor  Class of the funds are:  Limited-Term
     Bond, November 12, 1997; Intermediate-Term Bond, August 14, 1997; and Bond,
     August 8, 1997.

(2) Benchmark began November 30, 1997

(3) Benchmark began on August 31, 1997
    

Performance Information of Other Class

   
The original class of shares of the funds was the Investor Class of shares.  The
Advisor  Class  was not  established  until  1996.  For  information  about  the
historical performance of the original class of shares, see page 21.
    

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+The  performance  information on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.

+For  current  performance  information,  including  yields,  please  call us at
1-800-345-3533, or visit American Century's Web site at www.americancentury.com.
    

[END LEFT MARGIN CALLOUT]


www.americancentury.com                    American Century Investments        5


   
BASICS OF FIXED-INCOME INVESTING
    

DEBT SECURITIES

   
When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
debt  security is first sold by the  issuer,  it may be bought and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.
    

The fund managers decide which debt securities to buy and sell by

*  determining which securities help a fund meet its maturity requirements

*  identifying securities that satisfy a fund's credit quality requirements

*  evaluating  the  current  economic  conditions  and  assessing  the  risk  of
   inflation

*  evaluating special features of the securities that may make them more or less
   attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

   
Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining maturities of all the debt securities the fund owns
to evaluate the interest rate sensitivity of the entire portfolio.  This average
is  weighted  according  to the size of the fund's  individual  holdings  and is
called WEIGHTED AVERAGE  MATURITY.  The following chart shows how a fund manager
would  calculate  the weighted  average  maturity for a fund that owned only two
debt securities.
    

<TABLE>
                            Amount of         Percent of    Remaining      Weighted
                            Security Owned    Portfolio     Maturity       Maturity
- -------------------------------------------------------------------------------------
<S>                         <C>               <C>           <C>              <C>     
Debt Security A             $100,000          25%           1,000 days       250 days
- ----------------------------------------------------------------------------------- -
Debt Security B             $300,000          75%          10,000 days     7,500 days
- -------------------------------------------------------------------------------------
Weighted Average Maturity                                                  7,750 days
</TABLE>

TYPES OF RISK

The basic types of risk that the funds face are described below.

Interest Rate Risk

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise; when interest rates rise, prices fall.  Because the funds invest primarily
in  debt   securities,   changes  in  interest  rates  will  affect  the  funds'
performance.

The degree to which interest rate changes affect the funds'  performance  varies
and is related to the weighted average maturity of each fund. For example,  when
interest  rates rise, you can expect the share value of a long-term bond fund to
fall more than that of a short-term  bond fund. When rates fall, the opposite is
true. This sensitivity to interest rate changes is called interest rate risk.

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WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.

+The longer a fund's  weighted  average  maturity,  the more  sensitive it is to
changes in interest rates.

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6       American Century Investments                             1-800-345-3533
    


When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:

   
Remaining Maturity        Current Price        Price After        Change
                                               1% Increase        in Price
- ---------------------------------------------------------------------------
1 year                    $100.00              $99.06             -0.94%
- ---------------------------------------------------------------------------
3 years                   $100.00              $97.38             -2.62%
- ---------------------------------------------------------------------------
10 years                  $100.00              $93.20             -6.80%
- ---------------------------------------------------------------------------
30 years                  $100.00              $88.69            -11.31%
    

CREDIT RISK

Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and be able to make  interest  and  principal
payments on time.  Generally,  a lower credit rating indicates a greater risk of
non-payment.  A lower rating also may indicate that the issuer has a more senior
series of debt  securities,  which  means that if the  issuer  has  difficulties
making  its  payments,  the  more  senior  series  of debt is  first in line for
payment.

   
It's not as simple as buying the  highest-rated  debt securities.  Higher credit
ratings   usually  mean  lower  interest  rates,  so  investors  often  purchase
securities that aren't the highest-rated to increase return. If a fund purchases
lower-rated securities, it assumes additional credit risk.
    

The following  chart shows the  authorized  credit  quality ranges for the funds
offered by this Prospectus.

- --------------------------------------------------------------------------------
              INVESTMENT GRADE                            NON-INVESTMENT GRADE
- --------------------------------------------------------------------------------
                        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        X
- --------------------------------------------------------------------------------
Intermediate-
Term Bond         X       X       X        X        X
- --------------------------------------------------------------------------------
Bond              X       X       X        X        X
- --------------------------------------------------------------------------------

   
Securities  rated  in  one  of  the  highest  four  categories  by a  nationally
recognized  securities rating organization (e.g.,  Moody's or Standard & Poor's)
are  considered  "investment  grade."  Although they are  considered  investment
grade, an investment in these securities still involves some credit risk since a
AAA rating is not a guarantee  of  payment.  For a complete  description  of the
ratings system,  see  "Explanation of  Fixed-Income  Securities  Ratings" in the
Statement of  Additional  Information.  The funds' credit  quality  restrictions
apply at the time of purchase;  the fund will not necessarily sell securities if
they are downgraded by a rating agency.
    

Liquidity Risk

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.

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+Credit quality may be lower when the issuer has

*   a high debt level

*   a short operating history

*   a senior level of debt

*   a difficult, competitive environment

+The  Statement of Additional  Information  provides a detailed  description  of
these securities ratings.

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www.americancentury.com                   American Century Investments         7


Inflation Risk

   
The safest investments usually have the lowest potential income and performance.
During  periods  of  high  inflation,   shorter-term   fixed-income  investments
typically  perform better.  This reflects the high  short-term  demand for money
when inflation is high. The risk that your  short-term  performance  will suffer
during periods of high inflation is called inflation risk.
    

A COMPARISON OF BASIC RISK FACTORS

The  following  chart  depicts the basic risks of investing in the funds.  It is
designed to help you compare  these funds with each other;  it shouldn't be used
to compare these funds with other mutual funds.

                           Interest       Credit       Liquidity     Inflation
                           Rate Risk      Risk         Risk          Risk
- ---------------------------------------------------------------------------
Limited-Term Bond          Low            Similar      Similar       High
- ---------------------------------------------------------------------------
Intermediate-Term Bond     Medium         Similar      Similar       Medium
- ---------------------------------------------------------------------------
Bond                       High           Similar      Similar       Low

   
The funds  engage in a variety of  investment  techniques  as they pursue  their
investment  objectives.  Each technique has its own characteristics and may pose
some  level of risk to the funds.  If you would  like to learn more about  these
techniques,  you should review the Statement of  Additional  Information  before
making an investment.


8        American Century Investments                             1-800-345-3533
    


MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than two-thirds of the directors are independent of the funds' advisor;
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

   
The advisor is responsible for managing the investment  portfolios of the funds,
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

For the  services it provided to the funds  during the most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average  net assets of the Advisor  Class of shares of each fund.  The amount of
the management fee for a fund is calculated on a class-by-class  basis daily and
paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.

Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended October 31, 1998
- ---------------------------------------------------------------------------
Limited-Term Bond                                                  0.45%
- ---------------------------------------------------------------------------
Intermediate-Term Bond                                             0.50%
- ---------------------------------------------------------------------------
Bond                                                               0.55%
    


www.americancentury.com                   American Century Investments         9


THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.
    

The portfolio managers on the investment team are identified below:

NORMAN E. HOOPS

Mr. Hoops, Senior Vice President and Portfolio Manager, has been a member of the
team that manages the funds since the funds'  inception in March 1994. He joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April  1993,  he became  Senior Vice  President.  He has a bachelor of arts from
Indiana University and an MBA from Butler University.

   
JEFFREY L. HOUSTON

Mr. Houston, Vice President and Portfolio Manager, has been a member of the team
that  manages  the funds  since  June  1995.  He joined  American  Century as an
Investment Analyst in 1990 and was promoted to Portfolio Manager in 1994. He has
a bachelor  of arts from the  University  of Delaware  and an MPA from  Syracuse
University. He is a Chartered Financial Analyst.

JOHN F. WALSH

Mr.  Walsh,  Portfolio  Manager,  has been a member  of the  team  that  manages
Limited-Term  Bond since January 1999.  He joined  American  Century in February
1996 as an Investment  Analyst.  Prior to joining American Century, he served as
an Assistant Vice President and Analyst for First  Interstate Bank, Los Angeles,
from July 1993 to January  1996.  He has a bachelor's  degree in marketing  from
Loyola Marymount and an MBA in finance from Creighton University.
    

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+CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades

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10       American Century Investments                             1-800-345-3533
    


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  funds'  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


www.americancentury.com                   American Century Investments      11


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

   
*  fund choices

*  cutoff time for investments
    

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on their behalf up to the time at which
the net asset value is determined.  If those orders are  transmitted to American
Century and paid for in accordance with the contract, they will be priced at the
net asset value next determined  after your request is received in good order by
the intermediary on a fund's behalf.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay delivery of your redemption proceeds -- up to seven days -- or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.
    

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+ Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.

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12       American Century Investments                             1-800-345-3533


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.


www.americancentury.com                  American Century Investments         13
    


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE (NAV) of the funds as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a  fund's  NAV is not  calculated.  So,  the  value  of a  fund's
portfolio  may be affected on days when you can't  purchase or redeem  shares of
the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

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  cutoff  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.
    

DISTRIBUTIONS

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment securities.  Each fund pays distributions from net income
monthly. Each fund generally pays distributions of capital gains, if any, once a
year in December.  A fund may make more frequent  distributions  if necessary to
comply with Internal Revenue Code provisions.

   
You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    


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The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

[END LEFT MARGIN CALLOUT]

   
14        American Century Investments                            1-800-345-3533
    


TAXES


   
The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received  and  capital  gains  they  have  generated  through  their  investment
activities.  Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.
    

Tax-Deferred Accounts

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

   
Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short-term or long-term and are taxed
as follows:

Type of Distribution         Tax Rate for             Tax Rate for
                             15% Bracket              28% Bracket
                                                      or above
- ---------------------------------------------------------------------------
Short-term capital gains     Ordinary income rate    Ordinary income rate
- ---------------------------------------------------------------------------
Long-term capital gains      10%                     20%

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American  Century  will detail the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions may also be subject to state and local taxes.  Because  everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

   
Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.
    

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+BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

   
If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.
    

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www.americancentury.com                  American Century Investments         15


MULTIPLE CLASS INFORMATION

   
American Century offers classes of the funds:  Investor Class and Advisor Class.
The shares  offered by this  Prospectus are Advisor Class shares and are offered
primarily  to  institutional   investors  through   institutional   distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. 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  advisor  for core  investment  advisory
services.  Accordingly,  the core  investment  advisory  expenses do not vary by
class.  Different  fees and expenses  will affect  performance.  For  additional
information  concerning  the  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.

SERVICE AND DISTRIBUTION FEES

   
Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay out of fund assets certain  expenses  associated with the distribution of
their shares. The funds' Advisor Class shares have a 12b-1 Plan. Under the Plan,
the  funds  pay an  annual  fee of  0.50%  of  fund  assets,  half  for  certain
shareholder and administrative  services and half for distribution services. The
advisor,  as paying  agent for the funds,  pays all or a portion of such fees to
the  banks,  broker-dealers  and  insurance  companies  that  make  such  shares
available.  Because  these fees are paid out of the funds'  assets on an ongoing
basis,  over time these fees will increase the cost of your  investment  and may
cost  you  more  than  paying  other  types of  sales  charges.  For  additional
information about the Plan and its terms, see "Multiple Class  Structure--Master
Distribution  and  Shareholder  Services  Plan" in the  Statement of  Additional
Information.


16        American Century Investments                            1-800-345-3533
    


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.

On a per-share basis, each table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
Each table also includes some key statistics for the period as appropriate

*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the funds' annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.


www.americancentury.com                  American Century Investments         17


LIMITED-TERM BOND FUND

Advisor Class

For a Share Outstanding Throughout the Period Ended October 31

PER-SHARE DATA
                                                                     1998(1)
- -------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ..........................    $   9.97
                                                                   --------
Income From Investment Operations
 Net Investment Income ........................................        0.51
 Net Realized and Unrealized Gain on Investment Transactions ..        0.09
                                                                   --------
 Total From Investment Operations .............................        0.60
                                                                   --------
Distributions
 From Net Investment Income ...................................       (0.51)
 From Net Realized Gains on Investment Transactions ...........       (0.01)
                                                                   --------
 Total Distributions ..........................................       (0.52)
                                                                   --------

Net Asset Value, End of Period ................................    $  10.05
                                                                   ========
 Total Return(2) ..............................................        6.23%

RATIOS/SUPPLEMENTAL DATA

                                                                       1998
- --------------------------------------------------------------------------------

Ratio of Operating Expenses to Average Net Assets .............        0.95%(3)

Ratio of Net Investment Income to Average Net Assets ..........        5.26%(3)

Portfolio Turnover Rate .......................................          97%

Net Assets, End of Period (in thousands) ......................    $    845

(1) November 12, 1997 (commencement of sale) through October 31, 1998

(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


18        American Century Investments                            1-800-345-3533


INTERMEDIATE-TERM BOND FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)


PER-SHARE DATA

                                                       1998          1997(1)
- -------------------------------------------------------------------------------

Net Asset Value, Beginning of Period ........     $   10.07       $    9.96
                                                  ---------       ---------

Income From Investment Operations
  Net Investment Income .....................          0.56            0.12

  Net Realized and Unrealized Gain
 (Loss) on Investment Transactions ..........          0.17            0.11
                                                       ----            ----


  Total From Investment Operations ..........          0.73            0.23
                                                       ----            ----


Distributions
  From Net Investment Income ................         (0.56)          (0.12)

Net Asset Value, End of Period ..............     $   10.24       $   10.07
                                                  =========       =========

  Total Return(2) ...........................          7.44%           2.33%

RATIOS/SUPPLEMENTAL DATA
                                                       1998            1997
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to
Average Net Assets ..........................          1.00%           1.00%(3)

Ratio of Net Investment Income to
Average Net Assets ..........................          5.48%           6.05%(3)

Portfolio Turnover Rate .....................            89%             99%

Net Assets, End of Period (in thousands) ....     $   3,150       $   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 returns for periods less than one year are not
    annualized.

(3) Annualized


www.americancentury.com                  American Century Investments         19


BOND FUND

Advisor Class

For a Share Outstanding Throughout the Period Ended October 31 (except as noted

PER-SHARE DATA

                                                        1998          1997(1)
- -------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .........     $    9.73       $    9.55

Income From Investment Operations
  Net Investment Income ......................          0.55            0.13

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions .................          0.07            0.18

  Total From Investment Operations ...........          0.62            0.31

Distributions

  From Net Investment Income .................         (0.55)          (0.13)

  From Net Realized Gains on
Investment Transactions ......................         (0.03)           --

  Total Distributions ........................         (0.58)          (0.13)

Net Asset Value, End of Period ...............     $    9.77       $    9.73

  Total Return(2) ............................          6.52%           3.27%

RATIOS/SUPPLEMENTAL DATA

                                                        1998            1997
- --------------------------------------------------------------------------------

Ratio of Operating Expenses to
Average Net Assets ...........................          1.05%           1.05%(3)

Ratio of Net Investment Income to
Average Net Assets ...........................          5.62%           5.92%(3)

Portfolio Turnover Rate ......................            66%             52%

Net Assets, End of Period (in thousands) .....     $   2,153       $     462

(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 returns for periods less than one year are not
    annualized.

(3) Annualized


20        American Century Investments                            1-800-345-3533

PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
existed  during the periods  presented,  its  performance  would have been lower
because of the additional expense.

The tables on the next few pages  itemize  what  contributed  to the  changes in
share price  during the period.  They also show  changes in share price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, each table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

*  Total  Return--the  overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the funds' annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.


www.americancentury.com                  American Century Investments         21

<TABLE>
<CAPTION>
LIMITED-TERM BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA

                                                  1998           1997           1996          1995       1994(1)
- ------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>           <C>           <C>       
Net Asset Value, Beginning of Period .......$     9.98     $     9.93     $     9.96    $     9.68    $    10.00

Income From Investment Operations
  Net Investment Income ....................      0.55           0.56           0.56          0.56          0.31

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ...............      0.08           0.05          (0.03)         0.28         (0.32)

  Total From Investment Operations .........      0.63           0.61           0.53          0.84         (0.01)

Distributions
  From Net Investment Income ...............     (0.55)         (0.56)         (0.56)        (0.56)        (0.31)

  From Net Realized Gains
  on Investment Transactions ...............     (0.01)          --             --            --            --

  Total Distributions ......................     (0.56)         (0.56)         (0.56)        (0.56)        (0.31)


Net Asset Value, End of Period .............$    10.05     $     9.98     $     9.93    $     9.96    $     9.68

Total Return(2) ............................      6.58%          6.30%          5.48%         8.89%        (0.08)%

RATIOS/SUPPLEMENTAL DATA
                                                  1998           1997           1996          1995          1994
- ------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to
Average Net Assets .........................      0.70%          0.69%          0.68%         0.69%         0.70%(3)

Ratio of Net Investment Income
to Average Net Assets ......................      5.56%          5.63%          5.63%         5.70%         4.79%(3)

Portfolio Turnover Rate ....................        97%           109%           121%          116%           48%

Net Assets, End of Period (in thousands) ...$   18,838     $   15,269     $    8,092    $    7,193    $    4,375

(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


22       American Century Investments                             1-800-345-3533


INTERMEDIATE-TERM BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                  1998           1997           1996           1995        1994(1)
- ------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period .......$    10.07     $     9.91     $    10.07     $     9.53     $    10.00

Income From Investment Operations
  Net Investment Income ....................      0.58           0.59           0.58           0.59           0.34

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ...............      0.17           0.16          (0.06)          0.54          (0.47)

  Total From Investment Operations .........      0.75           0.75           0.52           1.13          (0.13)

Less Distributions
  From Net Investment Income (dividends) ...     (0.58)         (0.59)         (0.58)         (0.59)         (0.34)

  From Net Realized Gains
  on Investment Transactions ...............      --             --            (0.10)          --             --

  Total Distributions ......................     (0.58)         (0.59)         (0.68)         (0.59)         (0.34)

Net Asset Value, End of Period .............$    10.24     $    10.07     $     9.91     $    10.07     $     9.53

  Total Return(2) ..........................      7.71%          7.87%          5.36%         12.19%         (1.24)%

RATIOS/SUPPLEMENTAL DATA
                                                  1998           1997           1996           1995           1994
- ------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to
Average Net Assets .........................      0.75%          0.75%          0.74%          0.74%          0.75%(3)

Ratio of Net Investment Income
to Average Net Assets ......................      5.73%          5.99%          5.90%          6.05%          5.23%(3)

Portfolio Turnover Rate ....................        89%            99%            87%           133%            48%

Net Assets, End of Period
(in thousands) .............................$   26,797     $   18,126     $   15,626     $   12,827     $    4,262

(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


See Notes to Financial Statements


www.americancentury.com                   American Century Investments        23


BOND FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31

PER-SHARE DATA

                                                   1998            1997            1996           1995            1994
- -----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ....   $      9.73     $      9.63     $      9.78     $      8.91     $     10.21

Income From Investment Operations
  Net Investment Income .................          0.57            0.60            0.60            0.61            0.58

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ............          0.07            0.19           (0.14)           0.87           (1.12)

  Total From Investment Operations ......          0.64            0.79            0.46            1.48           (0.54)

Less Distributions

From Net Investment Income ..............         (0.57)          (0.60)          (0.60)          (0.61)          (0.58)

  From Net Realized Gains
  on Investment Transactions ............         (0.03)          (0.09)          (0.01)           --             (0.18)

  Total Distributions ...................         (0.60)          (0.69)          (0.61)          (0.61)          (0.76)

Net Asset Value, End of Period ..........   $      9.77     $      9.73     $      9.63     $      9.78     $      8.91

  Total Return(1) .......................          6.79%           8.57%           4.91%          17.16%          (5.47)%

RATIOS/SUPPLEMENTAL DATA
                                                   1998            1997            1996            1995            1994
- -----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets ...................          0.80%           0.80%           0.79%           0.78%           0.88%

Ratio of Net Investment Income
to Average Net Assets ...................          5.87%           6.25%           6.18%           6.53%           6.07%

Portfolio Turnover Rate .................            66%             52%            100%            105%             78%

Net Assets, End of Period (in thousands)    $   145,496     $   126,580     $   142,567     $   149,223     $   121,012

(1) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.
</TABLE>


24       American Century Investments                             1-800-345-3533


                                     NOTES

www.americancentury.com                  American Century Investments         25


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the funds'  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
funds' performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the funds'  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.


You  also  can get  information  about  the funds (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o In person          SEC Public Reference Room
                     Washington, D.C.
                     Call 1-800-SEC-0330 for location
                     and hours.

o On the Internet    www.sec.gov

   
o By mail            SEC Public Reference Section
                     Washington, D.C. 20549-6009
                     (The SEC will charge a fee for copying the
                     documents.)

Investment Company Act File No. 811-0816
    

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



   
                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419385
                        Kansas City, Missouri 64141-6385
                         1-800-345-3533 or 816-531-5575
    

9902
SH-PRS-15110
                                                         Funds Distributor, Inc.
                                   (c)1999 American Century Services Corporation
<PAGE>
   
                                AMERICAN CENTURY

                                   Prospectus

                                                         New Opportunities Fund
    

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


[LEFT MARGIN CALLOUT]

   
MARCH 1, 1999
INVESTOR CLASS

  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESES
 ECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
                   TELLS YOU OTHERWISE IS COMMITTING A CRIME.

                                        Distributed by  Funds Distributor, Inc.

[END LEFT MARGIN CALLOUT]


Dear Investor,


  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.


  Inside you'll find:


     *   The fund's primary investments and risks

     *   A description of who may or may not want to invest in the fund

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the fund's benchmark

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:

        *  Growth                           *   Aggressive

        *  Growth and Income                *   Moderate

        *  Income                           *   Conservative

        *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our  Investing   with  American   Century   brochure,   our  Priority   Investor
representatives are available weekdays, 7 a.m. to 7 p.m., and Saturdays,  9 a.m.
to 2 p.m., Central time. Our toll-free number is 1-800-345-8810. We look forward
to helping you achieve your financial goals.


                                      Sincerely,

                                      /s/Mark Killen
                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.

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

                                American Century
                                   Investments

                                 P.O. Box 419287
                                 Kansas City, MO
                                   64141-6287
    
[END LEFT MARGIN CALLOUT]


   
TABLE OF CONTENTS

An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Management ................................................................    7
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   13
Taxes .....................................................................   14
Financial Highlights ......................................................   15
    

[LEFT MARGIN CALLOUT]

   
Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

+This symbol highlights special information and helpful tips.
    

[END LEFT MARGIN CALLOUT]


                                                    American Century Investments


AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

This fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund looks for common stocks of growing companies. The basis of the strategy
used by this fund is that, over the long term, stocks of companies with earnings
and revenue  growth have a greater than average chance to increase in value over
time. A more detailed  description  of American  Century's  "growth"  investment
style begins on page 4.

   
The fund's principal risks include

*  MARKET  RISK--The value of the fund's shares will go up and down based on the
   performance  of the  companies  whose  securities  it owns and other  factors
   affecting the securities market generally.

*  PRICE VOLATILITY--The value of the fund's shares may fluctuate  significantly
   in the short term.

*  PRINCIPAL  LOSS--As with all mutual funds, if you sell your shares when their
   value is less than the price you paid, you will lose money.
    

WHO MAY WANT TO INVEST IN THE FUND?

New  Opportunities  is only available for purchase by  participants  in American
Century's Priority Investors Program and employees of American Century. The fund
may be a good investment if you are

*   seeking long-term capital growth from your investment

*   comfortable with the fund's short-term price volatility

*   comfortable with the risks associated with the fund's investment strategy

*   investing through an IRA or other tax-advantaged retirement plan

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*   seeking current income from your investment

*   investing for a short period of time

*   uncomfortable with short-term volatility in the value of your investment


[LEFT MARGIN CALLOUT]

   
+An  investment  in the fund is not a bank  deposit,  and it is not  insured  or
guaranteed  by the Federal  Deposit  Insurance  Corporation  (FDIC) or any other
government agency.
    

[END LEFT MARGIN CALLOUT]


   
2        American Century Investments                             1-800-345-8810
    


FEES AND EXPENSES


   
There are no sales loads, fees or other charges
    

*   to buy fund shares directly from American Century

*   to reinvest dividends in additional shares

   
*   to exchange into the Investor Class shares of other American Century funds
    

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

   
New Opportunities                  Redemption Fee (as a percentage
                                   of amount redeemed)
- --------------------------------------------------------------------------------
Shares held less than 5 years      2.0%
Shares held 5 years or more        None
    

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

   
                      Management   Distribution    Other       Total Annual
                      Fee          and Service     Expenses(1) Fund Operating
                                   (12b-1) Fees                Expenses
- --------------------------------------------------------------------------------
New Opportunities     1.50%        None            0.00%       1.50%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors, their legal counsel, interest and extraordinary expenses,
were less than 0.005% for the most recent fiscal year.
    

EXAMPLE

   
The  examples in the table  below are  intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds.  Assuming
you . . .
    

*   invest $10,000 in the fund

*   redeem all of your shares at the end of the periods shown below

   
*   earn a 5% return each year

*   incur the same operating expenses as shown above

 . . . your cost of investing in the fund would be:

                           1 year        3 years        5 years       10 years
- --------------------------------------------------------------------------------
New Opportunities          $359          $693           $1,051        $1,778
    

You would pay the following expenses if you did not redeem your shares:

                           1 year        3 years        5 years       10 years
- --------------------------------------------------------------------------------
New Opportunities          $152          $472           $814          $1,778


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+Use this example to compare the costs of  investing in other funds.  Of course,
your actual costs may be higher or lower.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments         3


INFORMATION ABOUT THE FUND

   
NEW OPPORTUNITIES FUND
    

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

   
The fund managers look for stocks of  smaller-sized  companies that they believe
will increase in value over time, using a growth investment  strategy  developed
by American  Century.  This  strategy  looks for  companies  with  earnings  and
revenues  that are growing at a  successively  faster,  or  accelerating,  pace.
Accelerating growth is shown, for example, by growth that is faster this quarter
than last or faster this year than the year before. It also includes  situations
where a company's growth rate although still negative,  is improving at a faster
rate than prior  periods.  This strategy is based on the premise that,  over the
long term, the stocks of companies with accelerating  earnings and revenues have
a greater-than-average chance to increase in value.
    

The managers use a bottom-up approach to select stocks to buy for the fund. That
means they first look for strong,  growing  companies to invest in,  rather than
simply  buying any  company in a growing  industry  or  sector.  Using  American
Century's extensive computer database,  the managers track financial information
for  thousands of companies to identify  trends in the  companies'  earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
accelerating growth, and to sell stocks of companies whose growth begins to slow
down.

Although most of the fund's assets will be invested in U.S. companies,  there is
no limit on the amount of assets the fund can invest in foreign companies.  Most
of the fund's foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the fund's Statement of Additional Information

   
The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the fund essentially  fully invested in stocks,  regardless of the movement
of stock prices generally. When the managers believe it is prudent, the fund may
invest a portion of its assets in convertible  securities,  foreign  securities,
short-term  instruments,  non-leveraged  stock index futures contracts and other
similar  securities.  Stock  index  futures  contracts,  a  type  of  derivative
security,  can help the fund's cash assets remain liquid while  performing  more
like stocks.  The fund has a policy  governing  stock index  futures and similar
derivative securities to help manage the risk of these types of investments. For
example,  the  managers  cannot  leverage  the fund's  assets by  investing in a
derivative  security.  A  complete  description  of the  derivatives  policy  is
included in the Statement of Additional Information.
    

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

[LEFT MARGIN CALLOUT]

+Accelerating  growth is shown,  for  example,  by  growth  that is faster  this
quarter than last or faster this year than the year before.

[END LEFT MARGIN CALLOUT]


   
4        American Century Investments                             1-800-345-8810
    


WHAT KINDS OF SECURITIES DOES THE FUND BUY?

   
New  Opportunities  will  usually  purchase  common  stocks of smaller  U.S. and
foreign  companies,  but it can  purchase  other  types of  securities  as well.
Companies considered to be small generally have a MARKET  CAPITALIZATION of less
than $1  billion.  The fund also may invest in domestic  and  foreign  preferred
stocks, convertible securities,  equity equivalent securities,  notes, bonds and
other debt  securities.  The fund  limits its  purchase  of debt  securities  to
investment-grade obligations.
    

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

   
The value of the  fund's  shares  depends  on the value of the  stocks and other
securities it owns. The value of the individual securities the fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.
    

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if the company's earnings or revenues decline.  While
the managers believe this strategy provides substantial  appreciation  potential
over the long  term,  in the short term it can  create a  significant  amount of
share price volatility.  This volatility can be greater than that of the average
stock fund.

Because New  Opportunities  generally invests in smaller companies than American
Century's  similarly  managed  growth  equity  funds (such as Growth,  Ultra and
Select),  it may be more volatile,  and subject to greater short-term risk, than
those funds.  Smaller  companies may have limited financial  resources,  product
lines and markets,  and their  securities may trade less  frequently and in more
limited volumes than the securities of larger  companies.  In addition,  smaller
companies may have less publicly available  information and, when available,  it
may be inaccurate or incomplete.

   
As  with  all  funds,  at any  given  time  the  value  of  your  shares  of New
Opportunities  may be worth  more or less than the  price you paid.  If you sell
your shares when the value is less than the price you paid, you will lose money
    

Market  performance  tends to be cyclical,  and in the various  cycles,  certain
investment  styles may fall in and out of favor.  If the market is not  favoring
the fund's  style,  the fund's  gains may not be as big as, or its losses may be
bigger than, other equity funds using different investment styles.

   
Foreign  securities can have certain  unique risks,  including  fluctuations  in
currency exchange rates,  unstable  political and economic  structures,  reduced
availability of public information,  and lack of uniform financial reporting and
regulatory practices similar to those that apply to U.S. issuers.  These factors
make investing in foreign  securities  generally  riskier than investing in U.S.
stocks. To the extent the fund invests in foreign  securities,  the overall risk
of the fund could be affected.
    

As a result of its investment  strategy,  the fund is intended for investors who
seek  long-term  capital  growth  through an aggressive  equity fund and who are
willing to accept the risks associated with the fund's investment strategy.

[LEFT MARGIN CALLOUT]

   
MARKET CAPITALIZATION is the value of a company as determined by multiplying the
number of shares of stock it has outstanding by the stock's current market price
per share.
    

[END LEFT MARGIN CALLOUT]


www.americancentury.com                    American Century Investments        5


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The following bar chart shows the performance of the fund's shares for each full
calendar year in the life of the fund. It indicates the volatility of the fund's
historical returns from year to year.
    

[bar chart]
        1998       1997

       13.33%      3.14%

Highest and Lowest Quarterly Returns

   
The  highest  and lowest  returns of the  fund's  shares for a calendar  quarter
during the period  reflected by the  preceding  bar chart are provided  below to
indicate the fund's historical  short-term  volatility.  Shareholders  should be
aware,  however,  that the  fund is  intended  for  investors  with a  long-term
investment horizon and is not managed for short-term results.
    

[bar chart]
                New Opportunities
Highest               28.23%
                     4Q 1998

Lowest                21.62%
                     3Q 1998

Average Annual Returns

   
The following  table shows the average  annual  returns of the fund's shares for
the periods indicated during the life of the fund. The benchmark is an unmanaged
index that has no operating  costs and is included in the table for  performance
comparison.

For the calendar year ended December 31, 1998  1 year     Life of Fund(1)
- ----------------------------------------------------------------------------
New Opportunities                              13.33%        9.02%

Russell 2000 Growth Index                       1.23%        6.93%(2)
    

(1) The inception date for the fund is December 26, 1996.

   
(2) Benchmark from December 31, 1996.
    

[LEFT MARGIN CALLOUT]

   
+The  performance  information on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
fund will perform in the future.

+For  current  performance  information,  including  yields,  please  call us at
1-800-345-8810 or visit American Century's Web site at www.americancentury.com.
    

[END LEFT MARGIN CALLOUT]


   
6        American Century Investments                             1-800-345-8810
    




MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management  of the fund and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than  two-thirds of the directors are  independent  of the fund's  advisor,
that is, they are not employed by and have no financial interest in the advisor
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

   
The advisor is responsible for managing the investment portfolio of the fund and
directing the purchase and sale of its investment  securities.  The advisor also
arranges for transfer agency,  custody and all other services  necessary for the
fund to operate.

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified management fee of 1.50% the average net assets of the
fund. The amount of the management fee is calculated daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.
    


www.americancentury.com                   American Century Investments         7


THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the fund. Teams meet regularly to review  portfolio  holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers on the investment team are identified below:

CHRISTOPHER K. BOYD

Mr. Boyd,  Vice President and Portfolio  Manager,  has been a member of the team
that manages New Opportunities since rejoining American Century in January 1998.
With the exception of 1997,  he has been with American  Century since March 1988
and served as a Portfolio  Manager since December  1992.  During 1997, he was in
private practice as an investment advisor. He has a bachelor of science from the
University  of  Kansas  and an MBA from  Dartmouth  College.  He is a  Chartered
Financial Analyst.

JOHN D. SEITZER

Mr. Seitzer, Vice President and Portfolio Manager, has been a member of the team
that manages New  Opportunities  since its inception in December 1996. He joined
American  Century in June 1993 as an  Investment  Analyst  and was  promoted  to
Portfolio  Manager in July 1996. He has a bachelor's  degree in  accounting  and
finance  from  Kansas  State  University  and  an MBA in  finance  from  Indiana
University.  He  is  a  Chartered  Financial  Analyst  and  a  Certified  Public
Accountant.
    

[LEFT MARGIN CALLOUT]

+CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders  come before the interests of the people who manage the fund.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

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8        American Century Investments                             1-800-345-8810
    


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

   
In  addition,  the  issuers  of  securities  the fund owns  could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.
    


www.americancentury.com                   American Century Investments         9


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

   
WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE
Priority Investors
1-800-345-8810

Business, Not-For-Profit and Employer-Sponsored Retirement Plans
1-800-345-3533

Automated Information Line
1-800-345-8765

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

Call an Investor Services Representative.

[illustration of telephone]
- --------------------------------------------------------------------------------
BY MAIL OR FAX

P.O. Box 419287 Kansas City, MO 64141-6287

Fax
816-531-5689

OPEN AN ACCOUNT

Send a signed and  completed  application,  and check or money order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us  written  instructions  or a  redemption  form to  sell  shares.  Call a
Priority Investor representative to request a form.

[illustration of envelope]
- --------------------------------------------------------------------------------
ONLINE

www.americancentury.com

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

Make an additional  investment into an established  American  Century account if
you have authorized us to invest from your bank account.

SELL SHARES

Not available.

[illustration of computer]

10       American Century Investments                             1-800-345-8810


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce  expenses and show respect for our  environment,  we will deliver most
financial reports, prospectuses and account statements to households in a single
envelope,  even if the accounts are registered  under  different  names.  If you
would like additional  copies of financial  reports and prospectuses or separate
mailing of account statements, please call us.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the fund and the transfer agent.

- --------------------------------------------------------------------------------
BY WIRE

+ Please remember that if you request  redemptions by wire, $10 will be deducted
from the amount redeemed. Your bank also may charge a fee.

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information:

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918

* The fund name

* Your American Century account number*

* Your name

* The contribution year (for IRAs only)

*For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not applicable.

[illustration of wire machine]

- --------------------------------------------------------------------------------
AUTOMATICALLY

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written  instructions to set up an automatic exchange of shares from one
American Century account to another.


MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.

[illustration of rotating arrows]

- --------------------------------------------------------------------------------
IN PERSON

If you prefer to handle your  transactions in person,  visit one of the Investor
Centers  listed  below.  A  representative  can help you open an  account,  make
additional investments and sell or exchange shares.


4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday - Friday    8 a.m. to 6 p.m., Monday - Friday

                                        8 a.m. to noon, Saturday
1665 Charleston Road
Mountain View, California               9445 East County Line Road, Suite A
8 a.m. to 5 p.m., Monday - Friday       Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday

[illustration of person]

www.americancentury.com                   American Century Investments        11

MINIMUM INITIAL INVESTMENT AMOUNTS*

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                               $10,000
- --------------------------------------------------------------------------------
Traditional IRA                                                   $10,000
- --------------------------------------------------------------------------------
Roth IRA                                                          $10,000
- --------------------------------------------------------------------------------
UGMA/UTMA                                                         $10,000

*The maximum aggregate investment in the fund is $500,000.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your  redemption  activity  causes  your  account  balance  to fall below the
minimum initial  investment  amount,  we will notify you and give you 90 days to
meet the minimum. If you do not meet the deadline,  American Century will redeem
the shares in the account and send the proceeds to your address of record.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay delivery of your  redemption  proceeds - up to seven days - or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.


12       American Century Investments                             1-800-345-8810
    


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including certain U.S. holidays) we do not calculate the NAV. The NAV of a fund
share is the current value of the fund's assets, minus any liabilities,  divided
by the number of fund shares outstanding.

If current prices of securities owned by the fund are not readily available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when the fund's NAV is not calculated. So, the value of the fund's portfolio may
be affected on days when you can't purchase or redeem its shares.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.
    

DISTRIBUTIONS

   
Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment  securities.  New Opportunities  generally pays distributions
from net income and capital gains, if any, once a year in December. The fund may
make more frequent  distributions  if necessary to comply with Internal  Revenue
Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

[LEFT MARGIN CALLOUT]

   
The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.
    

[END LEFT MARGIN CALLOUT]


 www.americancentury.com                   American Century Investments      13


TAXES


   
The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or  capital  gains it has  generated  through  its  investment  activities.  Tax
consequences  also result from sales of fund shares by  investors  after the net
asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts
    

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

   
Taxability of Distributions

Distributions  may  consist of income  earned by the fund from  sources  such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short-term or long-term and are taxed
as follows:

Type of Distribution          Tax Rate for           Tax Rate for
                              15% Bracket            28% Bracket or above
- --------------------------------------------------------------------------------
Short-term capital gains      Ordinary income rate   Ordinary income rate
Long-term capital gains       10%                    20%

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the fund,  or whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

   
Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held less than or equal to 12 months.
Long-term  capital  gains  are  gains on fund  shares  you held for more than 12
months. If your shares decrease in value,  their sale or exchange will result in
a long-term or short-term capital loss.
    


[LEFT MARGIN CALLOUT]

+BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

[END LEFT MARGIN CALLOUT]


   
14       American Century Investments                             1-800-345-8810
    


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in  comparison to changes over the last five fiscal years or less, if the
fund is not five years old.

On a per-share basis, the table includes as appropriate
    

*   share price at the beginning of the period

*   investment income and capital gains or losses

*   distributions of income and capital gains paid to shareholders

*   share price at the end of the period

   
The table also includes some key statistics for the period as appropriate
    

*   Total Return--the overall percentage of return of the fund, assuming the
    reinvestment of all distributions

*   Expense Ratio--operating expenses as a percentage of average net assets

*   Net Income Ratio--net investment income as a percentage of average net
    assets

*   Portfolio Turnover--the percentage of the fund's buying and selling activit

   
The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information and is available upon request.


www.americancentury.com                   American Century Investments        15


NEW OPPORTUNITIES FUND

Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
    

PER-SHARE DATA
                                                       1998         1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ........   $      5.31     $      5.00

Income From Investment Operations

  Net Investment Loss .......................         (0.06)          (0.04)
  Net Realized and Unrealized Gain
  (Loss) on Investment Transactions .........         (0.48)           0.35

  Total From Investment Operations ..........         (0.54)           0.31

Net Asset Value, End of Period ..............   $      4.77     $      5.31

Total Return(2) .............................        (10.17)%          6.20%

RATIOS/SUPPLEMENTAL DATA
                                                       1998            1997
- --------------------------------------------------------------------------------

Ratio of Operating Expenses
to Average Net Assets .......................          1.50%           1.49%(3)

Ratio of Net Investment Loss
to Average Net Assets .......................         (1.16)%    (1.09)%(3)

Portfolio Turnover Rate .....................           147%            118%

Net Assets, End of Period (in thousands) ....   $   213,491     $   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.


16       American Century Investments                             1-800-345-8810
    


www.americancentury.com                   American Century Investments        17


   
MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.


You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o In person          SEC Public Reference Room
                     Washington, D.C.
                     Call 1-800-SEC-0330 for location
                     and hours.

o On the Internet    www.sec.gov

   
o By mail            SEC Public Reference Section
                     Washington, D.C. 20549-6009
                     (The SEC will charge a fee for copying the
                     documents.)

Investment Company Act File No. 811-0816
    

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



   
                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419287
                        Kansas City, Missouri 64141-6287
                         1-800-345-8810 or 816-531-5575


9902
SH-PRS-15098
    

                                                        Funds Distributor, Inc.
                                  (c)1999 American Century Services Corporation
<PAGE>
   
[FRONT COVER]
                                American Century

                                   Prospectus

                                 High-Yield Fund
    

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


[LEFT MARGIN]

   
MARCH 1, 1999
INVESTOR CLASS

THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.

Distributed by
Funds Distributor, Inc.

[END LEFT MARGIN]


Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

     *   The fund's primary investments and risks

     *   A description of who may or may not want to invest in the fund

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the fund's benchmark

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:

    *  Growth                              *  Aggressive
    *  Growth and Income                   *  Moderate
    *  Income                              *  Conservative
    *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our  Investing  with  American   Century   brochure,   our  Investor   Relations
Representatives are available weekdays, 7 a.m. to 7 p.m., and Saturdays,  9 a.m.
to 2 p.m., Central time. Our toll-free number is 1-800-345-2021. We look forward
to helping you achieve your financial goals.


                                   Sincerely,

                                   /s/Mark Killen
                                   Mark Killen
                                   Senior Vice President
                                   American Century Investment Services, Inc.

[LEFT MARGIN]

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

                                American Century
                                   Investments

                                 P.O. Box 419200
                                 Kansas City, MO
                                   64141-6200
    
[END LEFT MARGIN]


TABLE OF CONTENTS

   
An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Basics of Fixed-Income Investing ..........................................    6
Management ................................................................    8
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   14
Taxes .....................................................................   15
Multiple Class Information ................................................   16
Financial Highlights ......................................................   17
    

[LEFT MARGIN CALLOUT]

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

+ This symbol highlights special  information and helpful tips.

[END LEFT MARGIN CALLOUT]


                                                    American Century Investments


AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

This fund seeks high current income.  As a secondary  objective,  the fund seeks
capital  appreciation,  but only when consistent  with its primary  objective of
maximizing current income.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund invests primarily in a diversified  portfolio of lower-rated  corporate
DEBT  SECURITIES,  which are subject to greater credit risk and consequently pay
higher  yields.  Securities  of this  type are  subject  to  substantial  risks,
including

*  credit risk

*  liquidity risk

*  interest rate risk

Additional  important  information  about the fund's  investment  strategies and
risks begins on page 4.

WHO MAY WANT TO INVEST IN THE FUND?

The funds may be a good investment if you are

*  seeking high current income with the potential for capital gains

*  investing through an IRA or other tax-advantaged retirement plan

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*  uncomfortable with the risk of investing in lower-rated debt securities

*  looking for the added security of FDIC insurance

[LEFT MARGIN CALLOUT]

   
DEBT  SECURITIES  means bonds,  notes and  debentures.  Debt securities also are
sometimes called fixed-income securities.

+ An  investment  in the fund is not a bank  deposit,  and it is not  insured or
  guaranteed by the Federal Deposit  Insurance  Corporation  (FDIC) or any other
  government agency.
    

[END LEFT MARGIN CALLOUT]


2       American Century Investments                             1-800-345-2021


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the Investor Class shares of other American Century funds

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

   
              Management  Distribution and      Other        Total Annual Fund
              Fee         Service (12b-1) Fees  Expenses(1)  Operating Expenses
- --------------------------------------------------------------------------------
High-Yield    0.90%       None                   0.00%       0.90%

(1) Other  expenses,   which  include  the  fees  and  expenses  of  the  fund's
    independent  directors,  their legal  counsel,  interest  and  extraordinary
    expenses, were less than 0.005% for the most recent fiscal year.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Assuming
you . . .
    

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

   
*  earn a 5% return each year

*  incur the same operating expenses as shown above

 . . . your cost of investing in the fund would be:
    

               1 year            3 years           5 years          10 years
- --------------------------------------------------------------------------------
High-Yield     $92               $286              $497             $1,104

[LEFT MARGIN CALLOUT]

+ Use this example to compare the costs of investing in other funds.  Of course,
  your actual costs may be higher or lower.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments       3


   
INFORMATION ABOUT THE FUND

HIGH-YIELD FUND
    

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks high current  income by investing in a  diversified  portfolio of
high-yielding corporate bonds and other debt securities.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

   
The fund invests  primarily in  HIGH-YIELD  corporate  debt  securities  with an
emphasis on securities that are rated below investment grade.

Under normal market conditions,  the fund managers will maintain at least 80% of
the  fund's  total  assets in  high-yielding  corporate  bonds  and  other  debt
instruments (including  income-producing  convertible and preferred securities).
The remaining  assets may be invested in common  stocks or other  equity-related
securities.  The fund buys securities that are below investment grade, including
so-called junk bonds.  Issuers of these  securities  often have short  financial
histories or questionable credit.
    

Up to 40% of the fund's total assets may be invested in fixed-income obligations
of foreign issuers.  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 and U.S. government securities.

   
The fund has no  average  maturity  limitations,  but it  typically  invests  in
intermediate-term and long-term bonds.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

The fund's  investments  often have high  credit  risk,  which helps it pursue a
higher yield than more conservatively  managed bond funds. 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  and  other  developments  may be more  likely  to cause an  issuer of
low-quality bonds to default on its obligation to pay the interest and principal
due under its securities.

The market for  lower-quality  debt securities is generally less liquid than the
market  for   higher-quality   securities.   Adverse   publicity   and  investor
perceptions,  as well as new and proposed laws, also may have a greater negative
impact on the market for lower-quality securities.

   
Because the fund typically invests in intermediate-term and long-term bonds, the
interest rate risk for High-Yield is higher than for funds with shorter weighted
average  maturities,  such as money market and  short-term  bond funds.  See the
discussion on page 6 for more information about the effects of changing interest
rates on the fund's portfolio.

High-Yield  can  invest  up to  40% of  its  assets  in  securities  of  foreign
companies.   Foreign  securities  can  have  certain  unique  risks,   including
fluctuations  in  currency  exchange  rates,  unstable  political  and  economic
structures,  reduced availability of public information, and the lack of uniform
financial reporting and regulatory practices similar to those that apply to U.S.
issuers.
    

The fund's  share  value will  fluctuate.  In  general,  funds that have  higher
potential  income  have a higher  potential  loss.  If you sell your shares when
their value is less than the price you paid, you will lose money.

[LEFT MARGIN CALLOUT]

A  HIGH-YIELD  security is one that has been rated below one of the four highest
categories  by a  nationally  recognized  statistical  rating  organization,  or
determined by the investment  advisor to be of similar quality.  A discussion of
the  authorized  credit quality range of the fund and credit risk starts on page
7.

[END LEFT MARGIN CALLOUT]


4       American Century Investments                             1-800-345-2021


FUND PERFORMANCE HISTORY

Annual Total Returns

   
The  following  bar chart shows the  performance  of the fund's  Investor  Class
shares for each full  calendar  year in the life of the fund.  It indicates  the
volatility of the fund's historical returns from year to year.
    

[bar chart]
1998       -1.25

Highest and Lowest Quarterly Returns

   
The  highest  and  lowest  returns  of the fund's  Investor  Class  shares for a
calendar  quarter  during the period  reflected by the  preceding  bar chart are
provided  below  to  indicate  the  fund's  historical  short-term   volatility.
Shareholders should be aware, however, that High-Yield is intended for investors
with a long-term investment horizon and is not managed for short-term results.
    

[bar chart]
                   High-Yield
Lowest Return     -7.18% 3Q 1998
Highest Return     4.86% 1Q 1998

Average Annual Returns

   
The  following  table shows the average  annual  returns of the fund's  Investor
Class  shares  for the  periods  indicated  during  the  life of the  fund.  The
benchmark is an unmanaged  index that has no operating  costs and is included in
the table for performance comparison.

For the calendar year ended December 31, 1998
                             1 year                  Life of Fund(1)
- --------------------------------------------------------------------------------
High-Yield                   -1.25%                  0.42%
- --------------------------------------------------------------------------------
DLJ High-Yield Index          0.55%                  1.82%
    

(1) The inception date for the fund is September 30, 1997.

[LEFT MARGIN CALLOUT]

   
+ The performance  information on this page is designed to help you see how fund
  returns can vary. Keep in mind that past  performance does not predict how the
  fund will perform in the future.

+ For  current  performance  information,  including  yields,  please call us at
  1-800-345-2021     or    visit     American     Century's    Web    site    at
  www.americancentury.com.
    

[END LEFT MARGIN CALLOUT]


www.americancentury.com                    American Century Investments      5


   
BASICS OF FIXED-INCOME INVESTING
    

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
issuer  first  sells  the  debt  security,  it may be  bought  and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.

The fund managers decide which debt securities to buy and sell by

*  identifying securities that satisfy the fund's credit quality requirements

*  evaluating the current economic conditions and assessing the risk of
   inflation

*  evaluating special features of the securities that may make them more or less
   attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

   
Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining maturities of all the debt securities the fund owns
to evaluate the interest rate sensitivity of the entire portfolio.  This average
is  weighted  according  to the size of the fund's  individual  holdings  and is
called WEIGHTED AVERAGE  MATURITY.  The following chart shows how a fund manager
would  calculate  the weighted  average  maturity for a fund that owned only two
debt securities.
    

                          Amount of        Percent of   Remaining     Weighted
                          Security Owned   Portfolio    Maturity      Maturity
- --------------------------------------------------------------------------------
Debt Security A           $100,000         25%           1,000 days    250 days
- --------------------------------------------------------------------------------
Debt Security B           $300,000         75%          10,000 days   7,500 days
- --------------------------------------------------------------------------------
Weighted Average Maturity                                             7,750 days

TYPES OF RISK

   
The basic types of risk that fixed-income securities face are described below.
    

Interest Rate Risk

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise;  when interest rates rise,  prices fall.  Because the fund invests in debt
securities, changes in interest rates will affect the fund's performance.

The degree to which interest rate changes affect the fund's  performance  varies
and is related to the weighted average  maturity of the fund. For example,  when
interest  rates rise, you can expect the share value of a long-term bond fund to
fall more than that of a short-term  bond fund. When rates fall, the opposite is
true. This sensitivity to interest rate changes is called interest rate risk.

[LEFT MARGIN CALLOUT]

WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.

+ The longer a fund's  weighted  average  maturity,  the more sensitive it is to
  changes in interest rates.


6       American Century Investments                             1-800-345-2021


When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:

Remaining Maturity   Current Price   Price after 1% increase   Change in price
- --------------------------------------------------------------------------------
1 year               $100.00         $99.06                     -0.94%
- --------------------------------------------------------------------------------
3 years              $100.00         $97.38                     -2.62%
- --------------------------------------------------------------------------------
10 years             $100.00         $93.20                     -6.80%
- --------------------------------------------------------------------------------
30 years             $100.00         $88.69                    -11.31%

Credit Risk

   
Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and be able to make  interest  and  principal
payments on time.  Generally,  a lower credit rating indicates a greater risk of
non-payment.  A lower rating also may indicate that the issuer has a more senior
series of debt  securities,  which  means that if the  issuer  has  difficulties
making  its  payments,  the  more  senior  series  of debt is  first in line for
payment.
    

It's not as simple as buying the highest-rated debt securities,  though.  Higher
credit ratings  usually mean lower interest  rates,  so investors often purchase
securities that aren't the highest rated to increase return.  If a fund, such as
High-Yield,  purchases  lower-rated  securities  in an effort to achieve  higher
yields, it assumes additional credit risk.

   
The following  chart shows the  authorized  credit  quality  ranges for the fund
offered by this Prospectus.
    

      INVESTMENT GRADE                         NON-INVESTMENT GRADE
- --------------------------------  ----------------------------------------------
            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
- ---------------------  ------------------------------------  -------------------
                       *Denotes expected quality range of**
                       **at least 80% of total assets of***
                       ************* the fund *************
- --------------------------------------------------------------------------------
++++++++++++++++++++++++++ Denotes authorized quality ++++++++++++++++++++++++++

Liquidity Risk

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.

Inflation Risk

   
The safest investments usually have the lowest potential income and performance.
During  periods  of  high  inflation,   shorter-term   fixed-income  investments
typically  perform better.  This reflects the high  short-term  demand for money
when inflation is high. The risk that your  short-term  performance  will suffer
during periods of high inflation is called inflation risk.
    

[LEFT MARGIN CALLOUT]

+ Credit quality may be lower when the issuer has

  *   a high debt level

  *   a short operating history

  *   a senior level of debt

  *   a difficult, competitive environment

+ The Statement of Additional  Information  provides a detailed  description  of
  these securities ratings.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments       7


MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management  of the fund and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than  two-thirds of the directors are  independent  of the fund's  advisor;
that is, they are not employed by and have no financial interest in the advisor.
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the  investment  portfolios of the fund
and directing the purchase and sale of its  investment  securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the fund to operate.

   
For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.90% of the average net assets of
the Investor  Class of shares of the fund.  The amount of the  management fee is
calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.  A portion of the  management fee may be paid by the fund's advisor to
unaffiliated third parties who provide recordkeeping and administrative services
that would otherwise be performed by an affiliate of the advisor.
    

THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the fund. Teams meet regularly to review  portfolio  holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.

The portfolio managers on the investment team are identified below:
    

NORMAN E. HOOPS

   
Mr. Hoops, Senior Vice President and Portfolio Manager, has been a member of the
team that manages  High-Yield  since its inception in September  1997. He joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April  1993,  he became  Senior Vice  President.  He has a bachelor of arts from
Indiana University and an MBA from Butler University.
    

THERESA C. FENNELL

   
Ms. Fennell, Vice President and Portfolio Manager, has been a member of the team
that  manages  High-Yield  since its  inception in  September  1997.  She joined
American  Century in June 1997. Prior to joining  American  Century,  she was an
Associate Portfolio Manager with Smith Barney Mutual Funds Management,  Inc. She
has a  bachelor's  degree in economics  from the  University  of  Virginia.  Ms.
Fennell is a Chartered Financial Analyst.
    

[LEFT MARGIN CALLOUT]

+ CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

[END LEFT MARGIN CALLOUT]


8       American Century Investments                             1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the fund owns  could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


www.americancentury.com                   American Century Investments       9


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

CONDUCTING BUSINESS IN WRITING

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

   
WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE

Investor Relations
1-800-345-2021

Business, Not-For-Profit
and Employer-Sponsored
Retirement Plans
1-800-345-3533

Automated Information Line
1-800-345-8765

[illustration of telephone]

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Call us or use our  Automated  Information  Line if you  have  authorized  us to
accept telephone instructions.

MAKE ADDITIONAL INVESTMENTS

Call us or use our  Automated  Information  Line if you  have  authorized  us to
invest from your bank account.

SELL SHARES

Call an Investor Relations Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX

P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

[illustration of letter]

OPEN AN ACCOUNT

Send a signed and  completed  application  and check or money  order  payable to
American Century Investments.

EXCHANGE SHARES

Send us written  instructions to exchange your shares from one American  Century
account to another.

MAKE ADDITIONAL INVESTMENTS

Send us your check or money  order for at least $50 with an  investment  slip or
$250 without an investment slip. If you don't have an investment  slip,  include
your name, address and account number on your check or money order.

SELL SHARES

Send us  written  instructions  or a  redemption  form to sell  shares.  Call an
Investor Relations Representative to request a form.

- --------------------------------------------------------------------------------
ONLINE

www.americancentury.com

[illustration of computer]

OPEN AN ACCOUNT

If you are a current investor, you can open an account by exchanging shares from
another American Century account.

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

Make an additional  investment into an established  American  Century account if
you have authorized us to invest from your bank account.

SELL SHARES

Not available.


10      American Century Investments                             1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce expenses and demonstrate respect for our environment,  we will deliver
most financial  reports,  prospectuses and account statements to households in a
single  envelope,  even if the accounts are registered under different names. If
you would like  additional  copies of  financial  reports  and  prospectuses  or
separate mailing of account statements, please call us.

YOUR GUIDE TO SERVICES AND POLICIES

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the fund and the transfer agent.

- --------------------------------------------------------------------------------
BY WIRE

+ Please remember that if you request  redemptions by wire, $10 will be deducted
  from the amount wired. Your bank also may charge a fee.

[illustration of wire machine]

OPEN AN ACCOUNT

Call us to set up your  account or mail a completed  application  to the address
provided in the "By mail" section and give your bank the following information

* Our bank information
       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918

* The fund name

* Your American Century account number*

* Your name

* The contribution year (for IRAs only)

*For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the "Open an account" section.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not applicable.

- --------------------------------------------------------------------------------
AUTOMATICALLY

[illustration of rotating arrows]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

Send us written instructions to set up an automatic exchange of your shares from
one American Century account to another.

MAKE ADDITIONAL INVESTMENTS

With the automatic  investment  privilege,  you can purchase shares on a regular
basis. You must invest at least $600 per year per account.

SELL SHARES

If you have at least $10,000 in your account,  you may sell shares automatically
by establishing Check-A-Month or Automatic Redemption plans.

- --------------------------------------------------------------------------------
IN PERSON

[illustration of person]

If you prefer to handle your  transactions in person,  visit one of our Investor
Centers  and a  representative  can help you open an  account,  make  additional
investments, sell or exchange shares.

4500 Main St.                           4917 Town Center Drive
Kansas City, Missouri                   Leawood, Kansas
8 a.m. to 5:30 p.m., Monday - Friday    8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday
1665 Charleston Road
Mountain View, California               9445 East County Line Road, Suite A
8 a.m. to 5 p.m., Monday - Friday       Englewood, Colorado
                                        8 a.m. to 6 p.m., Monday - Friday
                                        8 a.m. to noon, Saturday


www.americancentury.com                   American Century Investments      11


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                               $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                                   $1,000
- --------------------------------------------------------------------------------
Roth IRA                                                          $1,000
- --------------------------------------------------------------------------------
Education IRA                                                       $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                                         $2,500
- --------------------------------------------------------------------------------
403(b)                                                        No minimum
- --------------------------------------------------------------------------------
Qualified Retirement Plans                                        $2,500*

*The minimum investment requirements may be different for some types of
 retirement accounts.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your  redemption  activity  causes  your  account  balance  to fall below the
minimum initial  investment  amount,  we will notify you and give you 90 days to
meet the minimum. If you do not meet the deadline,  American Century will redeem
the shares in the account and send the proceeds to your address of record.
    

INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

   
*  cutoff time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.
    

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures relating to the transmission of orders. The fund has authorized those
intermediaries  to accept  orders on its  behalf up to the time at which the net
asset value is determined.  If those orders are transmitted to American  Century
and paid for in  accordance  with the  contract,  they will be priced at the net
asset value next determined  after your request is received in good order by the
intermediary on a fund's behalf.
    

[LEFT MARGIN CALLOUT]

   
+ Financial  intermediaries include banks,  broker-dealers,  insurance companies
  and investment advisors.
    

[END LEFT MARGIN CALLOUT]


   
12      American Century Investments                             1-800-345-2021


ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the funds and their  shareholders,  we  reserve  the right to reject any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.


www.americancentury.com                   American Century Investments     13
    


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities in foreign markets may not take place every day the Exchange is open.
Also,  trading in some  foreign  markets  may take place on weekends or holidays
when a fund's NAV is not calculated.  So, the value of a fund's portfolio may be
affected on days when you can't purchase or redeem shares of the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.
    

DISTRIBUTIONS

   
Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of  investment  securities.  The fund pays  distributions  from net  income
monthly and generally pays  distributions  of capital gains, if any, once a year
in December. It may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

[LEFT MARGIN CALLOUT]

The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

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14      American Century Investments                             1-800-345-2021
    


TAXES

   
The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or  capital  gains it has  generated  through  its  investment  activities.  Tax
consequences  also result from sales of fund shares by  investors  after the net
asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.
    

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

   
Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term or long term and are taxed
as follows:
    

<TABLE>
   
Type of Distribution       Tax Rate for 15% Bracket   Tax Rate for 28% Bracket or above
- -----------------------------------------------------------------------------------------
<S>                        <C>                        <C>
Short-term capital gains   Ordinary income rate       Ordinary income rate
- -----------------------------------------------------------------------------------------
Long-term capital gains    10%                        20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

   
Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.
    

[LEFT MARGIN CALLOUT]

+ BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

[END LEFT MARGIN CALLOUT]


   
www.americancentury.com                   American Century Investments     15
    


MULTIPLE CLASS INFORMATION

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

American  Century  offers the other class of shares  primarily to  institutional
investors    through    institutional    distribution    channels,    such    as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance companies. 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  advisor  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the other class of shares not offered by this Prospectus,  call us 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.


16      American Century Investments                             1-800-345-2021
    


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

   
The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, the table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
The table also includes some key statistics for the period as appropriate
    

*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

   
The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information, and is available upon request.


www.americancentury.com                   American Century Investments      17


HIGH-YIELD FUND
Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA
                                                         1998         1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ..................$   9.91     $  10.00
    

Income From Investment Operations

  Net Investment Income ...............................    0.83         0.06

  Net Realized and Unrealized Loss
  on Investment Transactions ..........................   (1.18)       (0.09)

  Total From Investment Operations ....................   (0.35)       (0.03)

Distributions

  From Net Investment Income ..........................   (0.83)       (0.06)

Net Asset Value, End of Period ........................$   8.73     $   9.91

Total Return(2) .......................................   (4.09)%      (0.27)%

RATIOS/SUPPLEMENTAL DATA
                                                           1998         1997(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets .....    0.90%        0.90%(3)

Ratio of Net Investment Income to Average Net Assets ..    8.41%        7.39%(3)

Portfolio Turnover Rate ...............................      85%        --

Net Assets, End of Period (in thousands) ..............$ 32,229     $ 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 returns for periods less than one year are not
     annualized.

(3)  Annualized
    


18     American Century Investments                             1-800-345-2021


NOTES


www.americancentury.com                   American Century Investments      19


NOTES


   
20     American Century Investments                             1-800-345-2021


NOTES


www.americancentury.com                   American Century Investments      21
    


[BACK COVER]

   
MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

   
These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
    

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

   
* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.

* On the Internet          www.sec.gov

* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying
                           the documents.)
    

Investment Company Act File No. 811-0816


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


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

9903
SH-PRS-15298
<PAGE>
[FRONT COVER]

   
                               AMERICAN CENTURY

                                  Prospectus

                               High-Yield Fund
    

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


[LEFT MARGIN]

   
MARCH 1, 1999
ADVISOR CLASS

THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.

Distributed by
Funds Distributor, Inc.

[END LEFT MARGIN]


Dear Investor,

  Reading a prospectus  doesn't have to be a chore.  We've done the hard work so
you can focus on what's  important--learning  about the fund and  tracking  your
investment.  Take a look inside, and you'll see this prospectus is different. It
takes a clear-cut approach to fund information.

  Inside you'll find:

     *   The fund's primary investments and risks

     *   A description of who may or may not want to invest in the fund

     *   Fund  performance,  including  returns  for each  year,  best and worst
         quarters and average annual returns compared to the fund's benchmark

     *   An overview of services available and ways to manage your accounts

     *   Helpful tips and definitions of key investment terms

  The new, simplified prospectus format is not the only step we've taken to make
investing less confusing. As we prepare to welcome in the 21st century, American
Century is bringing our fund names up to date. That's why on March 1, we retired
the "Twentieth Century" and "Benham" fund group names and will use the "American
Century"  name for all of our  funds.  This will make it easier for you to track
your investments in newspapers or on financial Web sites.  For example,  instead
of "American  Century-Twentieth Century Ultra," the new fund name will be simply
"American  Century  Ultra."  Only the  fund  names  are  changing;  each  fund's
objective and investment strategy will stay the same.

  In another step toward simplification, we are introducing a more intuitive way
for you to evaluate our family of funds.  This new system classifies funds based
on objective and risk.

  The four broad objectives are:         The three risk categories are:

    *  Growth                              *  Aggressive
    *  Growth and Income                   *  Moderate
    *  Income                              *  Conservative
    *  Capital Preservation

  The new classification presents the risk level of each fund upfront so you can
choose funds you are comfortable with. It also can help you create a diversified
portfolio  by  identifying  funds  from  different  investment  categories.  Our
Investing with American Century brochure explains this  reclassification in more
detail.

  If you have questions  about the prospectus or would like to receive a copy of
our Investing with American Century brochure,  our Service  Representatives  are
available  weekdays,  8 a.m. to 5 p.m.,  Central time.  Our toll-free  number is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                 Sincerely,

                                 /s/Mark Killen
                                 Mark Killen
                                 Senior Vice President
                                 American Century Investment Services, Inc.

[LEFT MARGIN]

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

                               American Century
                                  Investments

                                P.O. Box 419385
                                Kansas City, MO
                                  64141-6385

[END LEFT MARGIN]


TABLE OF CONTENTS

An Overview of the Fund ...................................................    2
Fees and Expenses .........................................................    3
Information about the Fund ................................................    4
Basics of Fixed-Income Investing ..........................................    6
Management ................................................................    8
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   12
Taxes .....................................................................   13
Multiple Class Information ................................................   14
Performance Information of Other Class ....................................   15
    

[LEFT MARGIN CALLOUT]

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in GREEN ITALICS,  look for its definition
in the left margin.

+ This symbol highlights special  information and helpful tips.

[END LEFT MARGIN CALLOUT]


                                                    American Century Investments


AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

This fund seeks high current income.  As a secondary  objective,  the fund seeks
capital  appreciation,  but only when consistent  with its primary  objective of
maximizing current income.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund invests primarily in a diversified  portfolio of lower-rated  corporate
DEBT  SECURITIES,  which are subject to greater credit risk and consequently pay
higher  yields.  Securities  of this  type are  subject  to  substantial  risks,
including

*  credit risk

*  liquidity risk

*  interest rate risk

Additional  important  information  about the fund's  investment  strategies and
risks begins on page 4.

WHO MAY WANT TO INVEST IN THE FUND?

The funds may be a good investment if you are

*  seeking high current income with the potential for capital gains

*  investing through an IRA or other tax-advantaged retirement plan

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*  uncomfortable with the risk of investing in lower-rated debt securities

*  looking for the added security of FDIC insurance

[LEFT MARGIN CALLOUT]

   
DEBT  SECURITIES  means bonds,  notes and  debentures.  Debt securities also are
sometimes called fixed-income securities.

+ An  investment  in the fund is not a bank  deposit,  and it is not  insured or
  guaranteed by the Federal Deposit  Insurance  Corporation  (FDIC) or any other
  government agency.
    

[END LEFT MARGIN CALLOUT]


   
2       American Century Investments                             1-800-345-3533
    


FEES AND EXPENSES

   
There are no sales loads, fees or other charges
    

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the Advisor Class shares of other American Century funds

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

   
              Management   Distribution and          Other         Total Annual Fund
              Fee          Service (12b-1) Fees(1)   Expenses(2)   Operating Expenses
- ----------------------------------------------------------------------------------------
<S>           <C>          <C>                       <C>           <C>  
High-Yield    0.65%        0.50%                     0.00%         1.15%
</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  advisor,  and a portion is used to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page 14.
    

(2)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
     independent  directors,  their legal  counsel,  interest and  extraordinary
     expenses, were less than 0.005% for the most recent fiscal year.

   
EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in a fund with those of other mutual funds. Assuming you . . .
    

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

   
*  earn a 5% return each year

*  incur the same operating expenses as shown above

 . . . your cost of investing in the fund would be

                   1 year         3 years         5 years         10 years
- -------------------------------------------------------------------------------
High-Yield         $117           $364            $630            $1,390
    

[LEFT MARGIN CALLOUT]

+ Use this example to compare the costs of investing in other funds.  Of course,
  your actual costs may be higher or lower.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments       3


   
INFORMATION ABOUT THE FUND

HIGH-YIELD FUND
    

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks high current  income by investing in a  diversified  portfolio of
high-yielding corporate bonds and other debt securities.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund invests  primarily in  HIGH-YIELD  corporate  debt  securities  with an
emphasis on securities that are rated below investment grade.

   
Under normal market conditions,  the fund managers will maintain at least 80% of
the  fund's  total  assets in  high-yielding  corporate  bonds  and  other  debt
instruments (including  income-producing  convertible and preferred securities).
The remaining  assets may be invested in common  stocks or other  equity-related
securities.  The fund buys securities that are below investment grade, including
so-called junk bonds.  Issuers of these  securities  often have short  financial
histories or questionable credit.
    

Up to 40% of the fund's total assets may be invested in fixed-income obligations
of foreign issuers.  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 and U.S. government securities.

   
The fund has no  average  maturity  limitations,  but it  typically  invests  in
intermediate-term and long-term bonds.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.
    

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

The fund's  investments  often have high  credit  risk,  which helps it pursue a
higher yield than more conservatively  managed bond funds. 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  and  other  developments  may be more  likely  to cause an  issuer of
low-quality bonds to default on its obligation to pay the interest and principal
due under its securities.

The market for  lower-quality  debt securities is generally less liquid than the
market  for   higher-quality   securities.   Adverse   publicity   and  investor
perceptions,  as well as new and proposed laws, also may have a greater negative
impact on the market for lower-quality securities.

   
Because the fund typically invests in intermediate-term and long-term bonds, the
interest rate risk for High-Yield is higher than for funds with shorter weighted
average  maturities,  such as money market and  short-term  bond funds.  See the
discussion on page 6 for more information about the effects of changing interest
rates on the fund's portfolio.

High-Yield  can  invest  up to  40% of  its  assets  in  securities  of  foreign
companies.   Foreign  securities  can  have  certain  unique  risks,   including
fluctuations  in  currency  exchange  rates,  unstable  political  and  economic
structures,  reduced availability of public information, and the lack of uniform
financial reporting and regulatory practices similar to those that apply to U.S.
issuers.
    

The fund's  share  value will  fluctuate.  In  general,  funds that have  higher
potential  income  have a higher  potential  loss.  If you sell your shares when
their value is less than the price you paid, you will lose money.

[LEFT MARGIN CALLOUT]

A  HIGH-YIELD  security is one that has been rated below one of the four highest
categories  by a  nationally  recognized  statistical  rating  organization,  or
determined by the investment  advisor to be of similar quality.  A discussion of
the  authorized  credit quality range of the fund and credit risk starts on page
7.

[END LEFT MARGIN CALLOUT]


   
4       American Century Investments                             1-800-345-3533
    


FUND PERFORMANCE HISTORY

   
When the Advisor  Class of a fund has  investment  results  for a full  calendar
year, this section will feature charts that show

*  Annual Total Returns

*  Highest and Lowest Quarterly Returns

*  Average  Annual  Returns,  including  a  comparison  of  these  returns  to a
   benchmark index for the Advisor Class of each of the funds

In addition,  investors can examine the performance of the fund's Investor Class
of shares.  This class has a total  expense  ratio that is 0.25%  lower than the
Advisor Class.  If the Advisor Class existed during the periods  presented,  its
performance would have been lower because of the additional expense.

All past  performance  information is designed to help show you how fund returns
can vary. Keep in mind that past  performance does not predict how the fund will
perform in the future.
    


www.americancentury.com                    American Century Investments       5


   
BASICS OF FIXED-INCOME INVESTING
    

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
issuer  first  sells  the  debt  security,  it may be  bought  and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.

The fund managers decide which debt securities to buy and sell by

*  identifying securities that satisfy the fund's credit quality requirements

*  evaluating the current economic conditions and assessing the risk of
   inflation

*  evaluating special features of the securities that may make them more or less
   attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

   
Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining maturities of all the debt securities the fund owns
to evaluate the interest rate sensitivity of the entire portfolio.  This average
is  weighted  according  to the size of the fund's  individual  holdings  and is
called WEIGHTED  AVERAGE  MATURITY.  The following chart shows how fund managers
would  calculate  the weighted  average  maturity for a fund that owned only two
debt securities.
    

                   Amount of         Percent of    Remaining       Weighted
                   Security Owned    Portfolio     Maturity        Maturity
- --------------------------------------------------------------------------------
Debt Security A    $100,000          25%           1,000 days        250 days
- --------------------------------------------------------------------------------
Debt Security B    $300,000          75%           10,000 days     7,500 days
- --------------------------------------------------------------------------------
Weighted Average Maturity                                         7,750 days

TYPES OF RISK

   
The basic types of risk that fixed-income securities face are described below.
    

Interest Rate Risk

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise;  when interest rates rise,  prices fall.  Because the fund invests in debt
securities, changes in interest rates will affect the fund's performance.

The degree to which interest rate changes affect the fund's  performance  varies
and is related to the weighted average  maturity of the fund. For example,  when
interest  rates rise, you can expect the share value of a long-term bond fund to
fall more than that of a short-term  bond fund. When rates fall, the opposite is
true. This sensitivity to interest rate changes is called interest rate risk.

[LEFT MARGIN CALLOUT]

WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.

+ The longer a fund's  weighted  average  maturity,  the more sensitive it is to
  changes in interest rates.

[END LEFT MARGIN CALLOUT]


   
6       American Century Investments                             1-800-345-3533
    


When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:

Remaining Maturity   Current Price   Price after 1% increase   Change in price
- --------------------------------------------------------------------------------
1 year               $100.00         $99.06                    -0.94%
- --------------------------------------------------------------------------------
3 years              $100.00         $97.38                    -2.62%
- --------------------------------------------------------------------------------
10 years             $100.00         $93.20                    -6.80%
- --------------------------------------------------------------------------------
30 years             $100.00         $88.69                    -11.31%

Credit Risk

   
Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and be able to make  interest  and  principal
payments on time.  Generally,  a lower credit rating indicates a greater risk of
non-payment.  A lower rating also may indicate that the issuer has a more senior
series of debt  securities,  which  means that if the  issuer  has  difficulties
making  its  payments,  the  more  senior  series  of debt is  first in line for
payment.

It's not as simple as buying the highest-rated debt securities,  though.  Higher
credit ratings  usually mean lower interest  rates,  so investors often purchase
securities that aren't the highest rated to increase return.  If a fund, such as
High-Yield,  purchases  lower-rated  securities  in an effort to achieve  higher
yields, it assumes additional credit risk.

The following  chart shows the  authorized  credit  quality  ranges for the fund
offered by this Prospectus.
    

       INVESTMENT GRADE                         NON-INVESTMENT GRADE
- --------------------------------  ----------------------------------------------
            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
- ---------------------  ------------------------------------  -------------------
                       *Denotes expected quality range of**
                       **at least 80% of total assets of***
                       ************* the fund *************
- --------------------------------------------------------------------------------
++++++++++++++++++++++++++ Denotes authorized quality ++++++++++++++++++++++++++

Liquidity Risk

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.

Inflation Risk

   
The safest investments usually have the lowest potential income and performance.
During  periods  of  high  inflation,   shorter-term   fixed-income  investments
typically  perform better.  This reflects the high  short-term  demand for money
when inflation is high. The risk that your  short-term  performance  will suffer
during periods of high inflation is called inflation risk.
    

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+ Credit quality may be lower when the issuer has
    

  *   a high debt level

  *   a short operating history

  *   a senior level of debt

  *   a difficult, competitive environment

+ The Statement of Additional  Information  provides a detailed  description  of
  these securities ratings.

[END LEFT MARGIN CALLOUT]


www.americancentury.com                   American Century Investments       7


MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

   
The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than two-thirds of the directors are independent of the fund's advisor;
that is, they are not employed by and have no financial interest in the advisor.
    

THE INVESTMENT ADVISOR

The fund's investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

   
For the services it provided to the fund during its most recent fiscal year, the
advisor  received a unified  management fee of .65% of the average net assets of
the Advisor  Class of shares of the fund.  The amount of the  management  fee is
calculated on a class-by-class basis daily and paid monthly.

Out of that fee, the advisor paid all  expenses of managing  and  operating  the
fund  except  brokerage  expenses,  taxes,  interest,  fees and  expenses of the
independent   directors   (including  legal  counsel  fees),  and  extraordinary
expenses.
    

THE FUND MANAGEMENT TEAM

   
The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and discuss purchase and sale activity. Team members buy and sell securities for
a fund as they see fit, guided by the fund's investment objective and strategy.
    

The portfolio managers on the investment team are identified below:

NORMAN E. HOOPS

   
Mr. Hoops, Senior Vice President and Portfolio Manager, has been a member of the
team that manages  High-Yield  since its inception in September  1997. He joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April  1993,  he became  Senior Vice  President.  He has a bachelor of arts from
Indiana University and an MBA from Butler University.
    

THERESA C. FENNELL

   
Ms. Fennell, Vice President and Portfolio Manager, has been a member of the team
that  manages  High-Yield  since its  inception in  September  1997.  She joined
American  Century in June 1997. Prior to joining  American  Century,  she was an
Associate Portfolio Manager with Smith Barney Mutual Funds Management,  Inc. She
has a  bachelor's  degree in economics  from the  University  of  Virginia.  Ms.
Fennell is a Chartered Financial Analyst.
    

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+ CODE OF ETHICS

American  Century has a Code of Ethics  designed to ensure that the interests of
fund  shareholders come before the interests of the people who manage the funds.
Among other  provisions,  the Code of Ethics  prohibits  portfolio  managers and
other investment  personnel from buying securities in an initial public offering
or from  profiting  from the  purchase and sale of the same  security  within 60
calendar days. In addition,  the Code of Ethics requires  portfolio managers and
other  employees  with  access  to  information  about the  purchase  or sale of
securities by the funds to obtain approval before executing  permitted  personal
trades.

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8       American Century Investments                             1-800-345-3533
    


FUNDAMENTAL INVESTMENT POLICIES

   
Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information and the investment  objective of the fund may not be changed without
a shareholder  vote.  The Board of Directors  may change any other  policies and
investment strategies.
    

YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

In  addition,  the  issuers  of  securities  the fund owns  could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.


www.americancentury.com                   American Century Investments       9


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

*  minimum investment requirements

*  exchange policies

*  fund choices

   
*  cutoff time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the fund's annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.
    

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the fund.

   
American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures relating to the transmission of orders. The fund has authorized those
intermediaries  to accept  orders on its  behalf up to the time at which the net
asset value is determined.  If those orders are transmitted to American  Century
and paid for in  accordance  with the  contract,  they will be priced at the net
asset value next determined  after your request is received in good order by the
intermediary on a fund's behalf.

ABUSIVE TRADING PRACTICES

We do not permit market-timing or other abusive trading practices in our funds.

Excessive,  short-term  (market-timing)  or other abusive trading  practices may
disrupt portfolio management  strategies and harm fund performance.  To minimize
harm to the fund and its  shareholders,  we  reserve  the  right to  reject  any
purchase order (including  exchanges) from any investor we believe has a history
of  abusive  trading  or  whose  trading,  in our  judgment,  has been or may be
disruptive to a fund. In making this judgment,  we may consider  trading done in
multiple  accounts under common ownership or control.  We also reserve the right
to delay  delivery of your  redemption  proceeds--up  to seven days--or to honor
certain redemptions with securities,  rather than cash, as described in the next
section.
    

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+ Financial  intermediaries include banks,  broker-dealers,  insurance companies
  and investment advisors.


10      American Century Investments                             1-800-345-3533


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If,  during any 90-day  period,  you redeem fund shares worth more than $250,000
(or 1% of the assets of the fund if that percentage is less than  $250,000),  we
reserve  the right to pay part or all of the  redemption  proceeds  in excess of
this amount in readily marketable securities instead of cash. If we make payment
in securities,  we will value the securities,  selected by the fund, in the same
manner as we do in computing  the fund's net asset value.  We may provide  these
securities in lieu of cash without prior notice.

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.


www.americancentury.com                   American Century Investments      11
    


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

   
American  Century  determines  the NET ASSET  VALUE  (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern
time) on each day the  Exchange is open.  On days when the  Exchange is not open
(including  certain U.S.  holidays),  we do not  calculate the NAV. The NAV of a
fund share is the current  value of the fund's  assets,  minus any  liabilities,
divided by the number of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a  fund's  NAV is not  calculated.  So,  the  value  of a  fund's
portfolio  may be affected on days when you can't  purchase or redeem  shares of
the fund.

We will price your purchase,  exchange or redemption at the NAV next  determined
after we receive your transaction request in good order.

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  cutoff  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.
    

DISTRIBUTIONS

   
Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of  investment  securities.  The fund pays  distributions  from net  income
monthly and generally pays  distributions  of capital gains, if any, once a year
in December. It may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.

You will participate in fund distributions,  when they are declared, starting on
the day after your purchase is effective. For example, if you purchase shares on
a day that a distribution is declared,  you will not receive that  distribution.
If you redeem shares, you will receive any distribution  declared on the day you
redeem.  If you redeem all shares,  we will include any  distributions  received
with your redemption proceeds.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
your services guide for further  information  regarding  distributions  and your
distribution options.
    

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The NET ASSET VALUE of a fund is the price of the fund's shares.

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

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12      American Century Investments                             1-800-345-3533
    


TAXES

   
The tax consequences of owning shares of the fund will vary depending on whether
you own them through a taxable or tax-deferred  account. Tax consequences result
from  distributions  by the fund of dividend and interest income it has received
or  capital  gains it has  generated  through  its  investment  activities.  Tax
consequences  also result from sales of fund shares by  investors  after the net
asset value has increased or decreased.
    

Tax-Deferred Accounts

   
If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an  employer-sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.
    

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

Taxability of Distributions

   
Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short-term or long-term and are taxed
as follows:
    

<TABLE>
   
Type of Distribution       Tax Rate for 15% Bracket   Tax Rate for 28% Bracket or above
- ----------------------------------------------------------------------------------------
<S>                        <C>                        <C>
Short-term capital gains   Ordinary income rate       Ordinary income rate
- ----------------------------------------------------------------------------------------
Long-term capital gains    10%                        20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them in cash.  American Century will send you the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.
    

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

   
Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.
    

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+ BUYING A DIVIDEND

   
Purchasing  fund shares in a taxable  account  shortly before a distribution  is
sometimes known as buying a dividend.  In taxable accounts,  you must pay income
taxes on the  distribution  whether you reinvest the  distribution or take it in
cash. In addition,  you will have to pay taxes on the  distribution  whether the
value of your  investment  decreased,  increased  or remained the same after you
bought the fund shares.
    

The risk in buying a dividend  is that a fund's  portfolio  may build up taxable
gains throughout the period covered by a distribution, as securities are sold at
a profit. We distribute those gains to you, after  subtracting any losses,  even
if you did not own the shares when the gains occurred.

If you buy a  dividend,  you incur the full tax  liability  of the  distribution
period,  but you may not enjoy the full  benefit  of the gains  realized  in the
fund's portfolio.

[END LEFT MARGIN CALLOUT]


   
www.americancentury.com                   American Century Investments      13
    


MULTIPLE CLASS INFORMATION

   
American  Century  offers two  classes of the fund:  Investor  Class and Advisor
Class.  The shares  offered by this  Prospectus are Advisor Class shares and are
offered primarily to institutional investors through institutional  distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. 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  advisor  for core  investment  advisory
services.  Accordingly,  the core  investment  advisory  expenses do not vary by
class.  Different  fees and expenses  will affect  performance.  For  additional
information concerning the other class of shares not offered by this Prospectus,
call us at  1-800-345-2021,  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.
    

SERVICE AND DISTRIBUTION FEES

   
Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay out of fund assets certain  expenses  associated with the distribution of
their shares. The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan,
the  fund  pays  an  annual  fee of  0.50%  of fund  assets,  half  for  certain
shareholder and administrative  services and half for distribution services. The
advisor, as paying agent for the fund, pays all or a portion of such fees to the
banks,  broker-dealers and insurance  companies that make such shares available.
Because these fees are paid out of the fund's assets on an ongoing  basis,  over
time these fees will increase the cost of your  investment and may cost you more
than paying other types of sales charges.  For additional  information about the
Plan and its terms,  see  "Multiple  Class  Structure--Master  Distribution  and
Shareholder Services Plan" in the Statement of Additional Information.


14     American Century Investments                             1-800-345-3533


PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
fund's original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
existed  during the periods  presented,  its  performance  would have been lower
because of the additional expense.

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in  comparison to changes over the last five fiscal years or less, if the
share class is not five years old.

On a per-share basis, the table includes as appropriate
    

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

   
The table also includes some key statistics for the period as appropriate

*  Total Return--the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  Expense Ratio--operating expenses as a percentage of average net assets

*  Net Income Ratio--net investment income as a percentage of average net asset

*  Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the year ended October 31, 1998,  which is  incorporated by reference
into the Statement of Additional Information, and is available upon request.


www.americancentury.com                   American Century Investments      15


HIGH-YIELD FUND
Investor Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

PER-SHARE DATA

                                                          1998         1997(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ..................$   9.91    $   10.00

Income From Investment Operations

  Net Investment Income ...............................    0.83         0.06

  Net Realized and Unrealized Loss
  on Investment Transactions ..........................   (1.18)       (0.09)

  Total From Investment Operations ....................   (0.35)       (0.03)

Distributions

  From Net Investment Income ..........................   (0.83)       (0.06)

Net Asset Value, End of Period ........................$   8.73    $    9.91

Total Return(2) .......................................   (4.09)%      (0.27)%

RATIOS/SUPPLEMENTAL DATA
                                                           1998         1997(1)
- --------------------------------------------------------------------------------

Ratio of Operating Expenses to Average Net Assets .....    0.90%        0.90%(3)

Ratio of Net Investment Income to Average Net Assets ..    8.41%        7.39%(3)

Portfolio Turnover Rate ...............................      85%        --

Net Assets, End of Period (in thousands) ..............$ 32,229    $  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 returns for periods less than one year are not
     annualized.

(3)  Annualized
    

16     American Century Investments                             1-800-345-3533


NOTES


www.americancentury.com                   American Century Investments      17


   
MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS
    

ANNUAL AND SEMIANNUAL REPORTS

These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.

   
STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.

* On the Internet          www.sec.gov

* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying
                           the documents.)

Investment Company Act File No. 811-0816
    

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


   
                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419385
                        Kansas City, Missouri 64141-6385
                         1-800-345-3533 or 816-531-5575

9903
SH-PRS-15299
<PAGE>
    
                       STATEMENT OF ADDITIONAL INFORMATION

   
                                  March 1, 1999
    


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

   
                                   Growth Fund
                                   Ultra Fund
                                   Select Fund
                                   Vista Fund
                                  Heritage Fund
                                  Balanced Fund
                             Tax-Managed Value Fund
                                  Giftrust Fund
                             New Opportunities Fund
                             Limited-Term Bond Fund
                           Intermediate-Term Bond Fund
                                    Bond Fund
                                 High-Yield Fund
    

- --------------------------------------------------------------------------------
                       AMERICAN CENTURY MUTUAL FUNDS, INC.

   
   This Statement of Additional Information adds to the discussion in the funds'
Prospectuses,  dated March 1, 1999, but is not a prospectus. If you would like a
copy of a  Prospectus,  please  contact us at one of the  addresses or telephone
numbers  listed  on the  back  cover  or visit  American  Century's  Web site at
www.americancentury.com.
    

   This Statement of Additional  Information  incorporates by reference  certain
information that appears in the funds' annual and semiannual reports,  which are
delivered to all  shareholders.  You may obtain a free copy of the funds' annual
or semiannual reports by calling 1-800-345-2021.

                    Distributed by Funds Distributor, Inc.


                      STATEMENT OF ADDITIONAL INFORMATION

   
                                 MARCH 1, 1999

 TABLE OF CONTENTS

The Funds' History ..........................................................  2

Fund Investment Guidelines ..................................................  2
    Growth, Ultra, Select, Vista, Heritage,
      Giftrust and New Opportunities ........................................  2
    Balanced ................................................................  3
    Tax-Managed Value .......................................................  3
    Limited-Term Bond, Intermediate-Term Bond
      and Bond ..............................................................  3

Detailed Information About the Funds ........................................  7
    Investment Strategies and Risks .........................................  7
    Investment Policies ..................................................... 17
    Portfolio Turnover ...................................................... 18

Management .................................................................. 19
    The Board of Directors .................................................. 19
    Officers ................................................................ 21
The Fund's Principal Shareholders ........................................... 23

Service Providers ........................................................... 24
       Investment Advisor ................................................... 24
       Transfer Agent and Administrator ..................................... 25
       Distributor .......................................................... 25

Other Service Providers ..................................................... 25

Brokerage Allocation ........................................................ 27
    Select, Heritage, Growth, Ultra, Vista,
      Tax-Managed Value, Giftrust and the
      Equity Portion of Balanced ............................................ 27
    Limited-Term Bond, Intermediate-Term Bond,
      Bond, High-Yield and the Fixed-Income
      Portion of Balanced ................................................... 27
Information About Fund Shares ............................................... 28
    Multiple Class Structure ................................................ 28
    Buying and Selling Fund Shares .......................................... 30
    Valuation of a Fund's Securities ........................................ 30

Taxes ....................................................................... 31

How Fund Performance
  Information Is Calculated ................................................. 32

Financial Statements ........................................................ 36

Explanation of Fixed-
  Income Securities Ratings ................................................. 37
    

STATEMENT OF ADDITIONAL INFORMATION                                           1


 THE FUNDS' HISTORY

   
    American  Century  Mutual Funds,  Inc. is a registered  open-end  management
investment  company that was organized in 1957 as a Delaware  corporation  under
the name Twentieth Century Investors, Inc. In 1990, the company reorganized as a
Maryland  corporation,  and in  January  1997 it  changed  its name to  American
Century Mutual Funds, Inc.  Throughout this Statement of Additional  Information
we refer to American Century Mutual Funds as the corporation.

    Each  fund  described  in this  Statement  of  Additional  Information  is a
separate  series of the corporation and operates for many purposes as if it were
an independent company.  Each fund has its own investment  objective,  strategy,
management team, assets, tax identification and stock registration numbers.
    

FUND INVESTMENT GUIDELINES

   
    This  section  explains  the  extent to which the funds'  advisor,  American
Century Investment  Management,  Inc., can use various  investment  vehicles and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page 7.  In the  case of the  funds'
principal investment  strategies,  these descriptions elaborate upon discussions
contained in the Prospectuses.

    Each fund is a  diversified  open-end  investment  company as defined in the
Investment Company Act of 1940 (the Investment  Company Act).  Diversified means
that,  with respect to 75% of its total  assets,  each fund will not invest more
than 5% of its total assets in the securities of a single issuer.

    To meet federal tax requirements for qualification as a regulated investment
company,  each fund  must  limit  its  investments  so that at the close of each
quarter  of its  taxable  year (1) no more  than  25% of its  total  assets  are
invested in the securities of a single issuer (other than the U.S. government or
a regulated  investment  company),  and (2) with  respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.
    

GROWTH, ULTRA, SELECT, VISTA, HERITAGE, GIFTRUST  AND NEW OPPORTUNITIES

   
    In  general,  within  the  restrictions  outlined  here  and in  the  funds'
Prospectuses,  the fund  managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.
    

    Investments  are  varied  according  to what is  judged  advantageous  under
changing  economic  conditions.  It is the  advisor's  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 advisor's intention that each

<TABLE>
                           INVESTOR CLASS              ADVISOR CLASS               INSTITUTIONAL CLASS
- -------------------------------------------------------------------------------------------------------
                           Ticker      Inception       Ticker     Inception        Ticker    Inception
Fund                       Symbol      Date            Symbol     Date             Symbol    Date
- -------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>           <C>         <C>              <C>       <C>
   
Growth                     TWCGX       10/31/58        TWRAX      06/04/97         TWGIX     06/16/97
Ultra                      TWCUX       11/02/81        TWUAX      10/02/96         TWUIX     11/14/96
Select                     TWCIX       10/31/58        TWCAX      08/08/97         TWSIX     03/13/97
Vista                      TWCVX       11/25/83        TWVAX      10/02/96         TWVIX     11/14/96
Heritage                   TWHIX      11/10/87         ATHAX      07/11/97         N/A       N/A
Balanced                   TWBIX      11/20/88         TWBAX      01/06/97         N/A       N/A
Tax-Managed Value          N/A        3/1/99(est.)     N/A        3/1/99(est.)     N/A       3/1/99(est.)
Giftrust                   TWGTX      11/25/83         N/A        N/A              N/A       N/A
New Opportunities          TWNOX      12/26/96         N/A        N/A              N/A       N/A
Limited-Term Bond          N/A        03/01/94         N/A        N/A              N/A       N/A
Intermediate-Term Bond     TWITX      03/01/94         N/A        N/A              N/A       N/A
Bond                       TWLBX      03/02/87         N/A        N/A              N/A       N/A
High-Yield                 ABHIX      09/30/97         N/A        N/A              N/A       N/A
- --------------------------------------------------------------------------------------------------------
</TABLE>
    


2                                                   AMERICAN CENTURY INVESTMENTS


   
fund will  generally  consist of domestic and foreign  common  stocks and equity
equivalent securities.  However,  subject to the specific limitations applicable
to a fund,  the  funds'  management  teams may invest the assets of each fund in
varying amounts in other instruments, such as those reflected in Table 1 on page
6,  when such a course is deemed  appropriate  in order to  attempt  to attain a
fund's  investment  objective.  Senior  securities  that,  in the opinion of the
managers, are high-grade issues also may be purchased for defensive purposes.
    

    So  long as a  sufficient  number  of such  securities  are  available,  the
managers  intend to keep the funds fully  invested  in stocks  that  demonstrate
accelerating growth,  regardless of the movement of stock prices,  generally. In
most circumstances, the funds' actual level of cash and cash equivalents will be
less than 10%. The managers may use S&P 500 Index futures as a way to expose the
funds' cash assets to the market, while maintaining  liquidity.  As mentioned in
the Prospectuses,  the managers may not leverage the funds' portfolios, so there
is no  greater  market  risk to the  funds  than if they  purchase  stocks.  See
"Derivative  Securities," page 8, "Short-Term  Securities," page 10 and "Futures
and Options," page 11 .

BALANCED

   
    In  general,  within  the  restrictions  outlined  here  and in  the  fund's
Prospectus,  the fund  managers  have broad  powers to decide how to invest fund
assets, including the power to hold them uninvested.  As a matter of fundamental
policy, the managers will invest  approximately 60% of the Balanced portfolio in
equity securities and the remainder in bonds and other fixed-income  securities.
The equity portion of the fund  generally will be invested in equity  securities
of companies  comprising  the 1,500  largest  publicly  traded  companies in the
United States. The fund's investment approach may cause its equity portion to be
more heavily  invested in some  industries than in others.  However,  it may not
invest more than 25% of its total assets in companies whose  principal  business
activities are in the same industry.  In addition,  as a diversified  investment
company,  its  investments in a single issue are limited,  as described above in
"Fund  Investment  Guidelines".  The fund  managers  also may  purchase  foreign
securities,  convertible  securities,  stock index futures contracts and similar
securities, and short-term securities. See Table 1, page 6.

    The  fixed-income  portion  of the  fund  generally  will be  invested  in a
diversified  portfolio of  high-grade  government,  corporate,  asset backed and
similar  securities.  There are no  maturity  restrictions  on the  fixed-income
securities in which the fund invests,  but under normal  conditions the weighted
average  maturity for the  fixed-income  portion of the fund will be in the 3-10
year range.  The managers  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.  The
restrictions on the quality of the fixed-income securities the fund may purchase
are  described  in  the  Prospectus.  For  a  description  of  the  fixed-income
securities rating system, see "Explanation of Fixed-Income  Securities Ratings,"
on page 37.

TAX-MANAGED VALUE

    The fund managers of  Tax-Managed  Value will invest  primarily in stocks of
medium to large companies that the managers  believe are undervalued at the time
of purchase.  The fund manager will usually  purchase  common stocks of U.S. and
foreign companies, but they can purchase other types of securities as well, such
as  domestic  and  foreign  preferred  stocks,  convertible  securities,  equity
equivalent securities, notes, bonds and other debt securities. See Table 1.
    

LIMITED-TERM BOND, INTERMEDIATE-TERM BOND AND BOND

    To achieve their objectives,  the funds may invest in diversified portfolios
of high- and medium-grade debt securities payable in U.S. currency. 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
securities.


STATEMENT OF ADDITIONAL INFORMATION                                          3


   
    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  advisor,  as  follows:
short-term  notes  within the two highest  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  U.S.  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.

    The managers 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.

    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 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.

    Mortgage-related   securities   in  which  the  funds  may  invest   include
collateralized   mortgage   obligations  (CMOs)  issued  by  a  U.S.  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 U.S. 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  managers  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  managers  make  assumptions  regarding
repayments on underlying mortgages. In a rising interest rate environment, those
prepayments  generally  decrease,  and may decrease below the rate of prepayment
assumed by the managers  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 "Basics of  Fixed-Income  Investing," in the funds'
Prospectus.

    As noted,  each fund may invest up to 35% of its assets,  and for  temporary
defensive  purposes as determined  by the managers,  up to 100% of its assets in
short-term securities.  See "Short-Term  Securities," page 10. 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
    


4                                            STATEMENT OF ADDITIONAL INFORMATION


   
the fund. The funds may buy and sell interest rate futures contracts relating to
debt  securities  and bond  indexes  and may write and buy put and call  options
relating to interest rate futures  contracts for the purpose of achieving  their
investment objectives. See "Futures and Options," page 11.
    

HIGH-YIELD

   
    The fund invests primarily in lower-rated, higher- yielding corporate bonds,
debentures and notes,  which are subject to greater credit risk and consequently
offer higher yield. The fund also may purchase
    

    *   government securities

    *   zero-coupon, step-coupon and pay-in-kind securities

    *   convertible securities

    *   loan interests

    *   common stock or other equity-related securities (limited to 20% of fund
        assets)

    *   short-term securities

   
    Up to 40% of the fund's  assets may be invested in foreign  securities.  The
fund also may purchase and sell  interest  rate  futures  contracts  and related
options. See "Futures and Options," page 11.

    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 or D
by S&P, or in unrated  securities that the managers deem 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 also may 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
managers may elect to treat such securities as unrated debt.
    

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


STATEMENT OF ADDITIONAL INFORMATION                                          5


   
    The following  table  identifies the type of securities each fund may invest
in. A percentage  is listed for those  securities  that have a limitation on the
amount of the fund's assets that can be invested in that type of security.
    


<TABLE>
<CAPTION>
TABLE 1

                                                          Limited-
                                                         Term Bond,
                         Growth                        Intermediate-                           Tax-
                          Ultra     Vista      High     Term Bond,       New                  Managed
                         Select   Heritage     Yield       Bond     Opportunities  Giftrust  Balanced   Value
<S>                      <C>       <C>        <C>       <C>         <C>            <C>         <C>       <C>
   
- ------------------------------------------------------------------------------------------------------------------
Foreign Securities          X         X         40%          X            X            X         X        X
- ------------------------------------------------------------------------------------------------------------------
Convertible Securities                           X                                               X        X
- ------------------------------------------------------------------------------------------------------------------
Short Sales                 X         X                                   X            X         X        X
- ------------------------------------------------------------------------------------------------------------------
Portfolio Lending                             33 1/3%      33 1/3%                                        X
- ------------------------------------------------------------------------------------------------------------------
Derivative Securities       X         X          X           X            X            X         X        X
- ------------------------------------------------------------------------------------------------------------------
Investments in
Companies with
Limited Operating
Histories                   5%        10%        15%         5%           10%          10%       5%        X
- ------------------------------------------------------------------------------------------------------------------
Other Investment
Companies                                        10%         10%                                           X
- ------------------------------------------------------------------------------------------------------------------
Repurchase Agreement                          33 1/3%      33 1/3%        X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
When-Issued and Forward
Commitment Agreements       X         X          X           X            X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
Illiquid Securities         X         X         15%         15%          15%           X        15%        X
- ------------------------------------------------------------------------------------------------------------------
Restricted Securities                            X           X
- ------------------------------------------------------------------------------------------------------------------
Short-Term Securities       X         X          X          35%           X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
Futures & Options           X         X          X           X            X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
Forward Currency
Exchange Contracts          X         X          X           X            X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
Fixed Income Securities
- ------------------------------------------------------------------------------------------------------------------
  Municipal Notes                                X           X                                             X
- ------------------------------------------------------------------------------------------------------------------
  Municipal Bonds                                X           X                                             X
- ------------------------------------------------------------------------------------------------------------------
  Variable- and
  Floating-Rate
  Obligations                                    X           X                                             X
- ------------------------------------------------------------------------------------------------------------------
  Obligations with
  Term Puts Attached                             X           X                                             X
- ------------------------------------------------------------------------------------------------------------------
  Tender Option Bonds                            X           X                                             X
- ------------------------------------------------------------------------------------------------------------------
  Zero-Coupon                                    X
- ------------------------------------------------------------------------------------------------------------------
  Inverse Floaters                               X           X                                             X
- ------------------------------------------------------------------------------------------------------------------
  Loan Interests                                 X
</TABLE>
    


6                                            STATEMENT OF ADDITIONAL INFORMATION


DETAILED INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS

   
    This section describes various  investment  vehicles and techniques that the
fund  managers  can use in managing a fund's  assets.  It also details the risks
associated  with each,  because each  technique  contributes to a fund's overall
risk profile. To determine whether a fund may invest in a particular  investment
vehicle, consult Table 1, page 6.
    

FOREIGN SECURITIES

    Each 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.

   
    An  unlimited  portion of each  fund's  total  assets may be invested in the
securities of foreign issuers,  except for High-Yield.  High-Yield may invest up
to 40% of its assets in foreign securities.

    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.
    

    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 a 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.

    Each 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," page 8.

CONVERTIBLE SECURITIES

   
    A convertible security is a fixed-income  security that offers the potential
for capital appreciation through a conversion feature that enables the holder to
convert  the  fixed-income  security  into a stated  number  of shares of common
stock.  As  fixed-income  securities,  convertible  securities  provide a stable
stream of income,  with  generally  higher  yields than common  stocks.  Because
convertible  securities  offer the  potential to benefit  from  increases in the
market price of the underlying common stock, however, they generally offer lower
yields than  non-convertible  securities of similar quality. 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.  In
addition, there can be no assurance of capital appreciation because the value of
the underlying common stock will 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  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


8                                            STATEMENT OF ADDITIONAL INFORMATION


   
fluctuations.  Investing in synthetic  convertible  securities involves the risk
normally  found in holding the securities  comprising the synthetic  convertible
security.
    

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.

    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.


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 fund managers
         anticipate;
    


8                                                  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  managers'   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  managers  will  report  on fund  activity  in
derivative securities to the Board of Directors as necessary.  In addition,  the
Board  will  review  the  managers'  policy for  investments  in the  derivative
securities annually.

   
INVESTMENT IN COMPANIES WITH LIMITED OPERATING HISTORIES

    As  indicated  in Table 1, the funds may invest a portion of their assets in
the securities of issuers with limited operating history.  The managers consider
an issuer to have a limited  operating  history  if that  issuer has a record of
less than three  years of  continuous  operation.  The  managers  will  consider
periods of capital  formation,  incubation,  consolidations,  and  research  and
development  in  determining  whether a particular  issuer has a record of 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 managers may base their investment decision on behalf
of the funds.  In  addition,  financial  and other  information  regarding  such
issuers, when available, may be incomplete or inaccurate.

OTHER INVESTMENT COMPANIES

    Each of the  funds  may  invest  up to 5% of its  total  assets in any other
mutual fund,  including  those of the advisor,  provided that the  investment is
consistent  with the fund's  investment  policies  and  restrictions.  Under the
Investment  Company  Act, a fund's  investment  in such  securities,  subject to
certain exceptions,  currently is limited to (a) 3% of the total voting stock of
any one  investment  company,  (b) 5% of the fund's total assets with respect to
any  one  investment  company  and  (c)  10% of a  fund's  total  assets  in the
aggregate. Such purchases will be made in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than the customary
brokers'  commissions.  As a shareholder of another  investment  company, a fund
would bear,  along with other  shareholders,  its pro rata  portion of the other
investment company's expenses,  including advisory fees. These expenses would be
in addition to the  management  fee that each fund bears  directly in connection
with its own operations.
    

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 purchase it on a specified
date in the future at an agreed-upon  price.  The  repurchase  price reflects an
agreed-upon  interest  rate during the time the fund's  money is invested in the
security.

   
    Because the  security  purchased  constitutes  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


STATEMENT OF ADDITIONAL INFORMATION                                            9


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.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

    The funds may  sometimes  purchase new issues of securities on a when-issued
or forward  commitment  basis in which the transaction  price and yield are each
fixed at the time the  commitment is made,  but payment and delivery  occur at a
future date (typically 15 to 45 days later).

    When purchasing  securities on a when-issued or forward  commitment basis, a
fund assumes the rights and risks of ownership, including the risks of price and
yield  fluctuations.  Market rates of interest on debt securities at the time of
delivery  may be higher or lower than those  contracted  for on the  when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund.  While the fund will make  commitments
to purchase or sell  securities  with the  intention  of actually  receiving  or
delivering them, it may sell the securities  before the settlement date if doing
so is deemed advisable as a matter of investment strategy.

    In purchasing  securities on a when-issued  or forward  commitment  basis, a
fund will establish and maintain until the settlement date a segregated  account
consisting of cash, cash equivalents or other  appropriate  liquid securities in
an amount  sufficient to meet the purchase price. When the time comes to pay for
the when-issued  securities,  the fund will meet its obligations  with available
cash, through the sale of securities,  or, although it would not normally expect
to do so, by selling the  when-issued  securities  themselves  (which may have a
market  value  greater  or less than the  fund's  payment  obligation).  Selling
securities to meet  when-issued or forward  commitment  obligations may generate
taxable capital gains or losses.

RESTRICTED AND ILLIQUID SECURITIES

    The  funds  may,  from  time  to  time,   purchase  restricted  or  illiquid
securities,  including  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 SEC has taken the  position  that the  liquidity of such  securities  in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board  of  Directors  to  determine,  such  determination  to be  based  upon  a
consideration  of the readily  available  trading  markets and the review of any
contractual restrictions. Accordingly, the Board of Directors is responsible for
developing and  establishing  the guidelines and procedures for  determining the
liquidity  of Rule  144A  securities.  As  allowed  by Rule  144A,  the Board of
Directors of the funds has delegated the day-to-day  function of determining the
liquidity of Rule 144A  securities to the fund  managers.  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 or other
security  that is illiquid.  In such an event,  the fund  managers will consider
appropriate remedies to minimize the effect on such fund's liquidity.
    

SHORT-TERM SECURITIES

    In order to meet  anticipated  redemptions,  to hold pending the purchase of
additional  securities for a fund's portfolio,  or, in some cases, for temporary
defensive  purposes,  the funds may  invest a portion  of their  assets in money
market and other short-term securities.

    Examples of those securities include

    *    Securities issued or guaranteed by the U.S. government and its agencies
         and instrumentalities

    *    Commercial Paper

    *    Certificates of Deposit and Euro Dollar Certificates of Deposit

    *    Bankers' Acceptances

    *    Short-term notes, bonds, debentures or other debt instruments

    *    Repurchase agreements


10                         AMERICAN CENTURY INVESTMENTS


FUTURES AND OPTIONS

    Each fund may enter into  futures  contracts,  options or options on futures
contracts.  Funds  may  not,  however,  enter  into a  futures  transaction  for
speculative purposes. Generally, futures transactions will be used to

    *    protect against a decline in market value of the fund's securities
         (taking a short futures position), or

    *    protect  against the risk of an increase in market value for securities
         in which  the fund  generally  invests  at a time  when the fund is not
         fully invested (taking a long futures position), or

    *    provide  a  temporary  substitute  for the  purchase  of an  individual
         security that may be purchased in an orderly fashion.

    Some futures and options  strategies,  such as selling futures,  buying puts
and writing calls, hedge a fund's investments against price fluctuations.  Other
strategies,  such as buying  futures,  writing  puts and buying  calls,  tend to
increase market exposure.

    Although other techniques may be used to control a fund's exposure to market
fluctuations,  the use of futures  contracts  may be a more  effective  means of
hedging this  exposure.  While a fund pays  brokerage  commissions in connection
with opening and closing out futures  positions,  these costs are lower than the
transaction   costs  incurred  in  the  purchase  and  sale  of  the  underlying
securities.

   
    For example, the sale of a future by a fund means the fund becomes obligated
to deliver the security  (or  securities,  in the case of an index  future) at a
specified  price on a specified  date.  The  purchase of a future means the fund
becomes  obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another  party of a specific  security at a specified  future time and price.
The fund may engage in futures  and  options  transactions  based on  securities
indices that are consistent with the fund's investment  objectives.  Examples of
indices  that may be used  include the Bond Buyer Index of  Municipal  Bonds for
fixed-income  funds,  or the S&P 500 Index for equity  funds.  The fund also may
engage in futures and options transactions based on specific securities, such as
U.S.  Treasury bonds or notes.  Futures contracts are traded on national futures
exchanges.  Futures  exchanges  and trading are  regulated  under the  Commodity
Exchange Act by the Commodity Futures Trading Commission (CFTC), a U.S.
government agency.
    

    Index futures  contracts differ from traditional  futures  contracts in that
when  delivery  takes place,  no stocks or bonds change  hands.  Instead,  these
contracts  settle in cash at the spot market value of the index.  Although other
types of futures contracts by their terms call for actual delivery or acceptance
of the underlying securities,  in most cases the contracts are closed out before
the  settlement  date.  A futures  position  may be closed by taking an opposite
position in an identical  contract (i.e.,  buying a contract that has previously
been sold or selling a contract that has previously been bought).

    Unlike when the fund purchases or sells a bond, no price is paid or received
by the fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount.  This amount is known as initial margin.  The
margin  deposit is intended to assure  completion  of the contract  (delivery or
acceptance  of the  underlying  security) if it is not  terminated  prior to the
specified delivery date. They do not constitute margin transactions for purposes
of the fund's investment  restrictions.  Minimum initial margin requirements are
established by the futures  exchanges and may be revised.  In addition,  brokers
may  establish  margin  deposit  requirements  that are higher than the exchange
minimums.  Cash held in the margin account is not income  producing.  Subsequent
payments,  called variation  margin,  to and from the broker,  will be made on a
daily basis as the price of the underlying debt securities or index  fluctuates,
making  the  future  more or less  valuable  , a process  known as  marking  the
contract  to market.  Changes in  variation  margin are  recorded by the fund as
unrealized gains or losses.  At any time prior to expiration of the future,  the
fund may elect to close the  position by taking an opposite  position  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 gain.


STATEMENT OF ADDITIONAL INFORMATION                                         11


RISKS RELATED TO FUTURES AND OPTIONS TRANSACTIONS

   
    Futures and options  prices can be  volatile,  and trading in these  markets
involves  certain risks. If the fund managers apply a hedge at an  inappropriate
time or judge  interest rate or equity market  trends  incorrectly,  futures and
options strategies may lower a fund's return.

    A fund  could  suffer  losses if it were  unable  to close out its  position
because of an illiquid  secondary  market.  Futures  contracts may be closed out
only on an exchange that provides a secondary  market for these  contracts,  and
there  is no  assurance  that a  liquid  secondary  market  will  exist  for any
particular futures contract at any particular time. Consequently,  it may not be
possible  to  close a  futures  position  when  the fund  managers  consider  it
appropriate  or desirable to do so. In the event of adverse price  movements,  a
fund would be required to continue  making  daily cash  payments to maintain its
required  margin.  If the  fund had  insufficient  cash,  it might  have to sell
portfolio  securities to meet daily margin  requirements at a time when the fund
managers would not otherwise elect to do so. In addition, a fund may be required
to deliver or take  delivery of  instruments  underlying  futures  contracts  it
holds.  The fund  managers  will seek to minimize  these  risks by limiting  the
contracts  entered  into on  behalf of the  funds to those  traded  on  national
futures exchanges and for which there appears to be a liquid secondary market.
    

    A fund  could  suffer  losses  if the  prices  of its  futures  and  options
positions were poorly  correlated with its other  investments,  or if securities
underlying futures contracts  purchased by a fund had different  maturities than
those of the portfolio  securities being hedged. Such imperfect  correlation may
give rise to  circumstances in which a fund loses money on a futures contract at
the same time that it experiences a decline in the value of its hedged portfolio
securities.  A fund also could lose  margin  payments  it has  deposited  with a
margin broker, if, for example, the broker became bankrupt.

    Most futures exchanges limit the amount of fluctuation  permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price  beyond  the  limit.  However,  the  daily  limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily  limit for  several  consecutive  trading  days with little or no trading,
thereby  preventing prompt  liquidation of futures positions and subjecting some
futures traders to substantial losses.

OPTIONS ON FUTURES

    By purchasing an option on a futures contract, a fund obtains the right, but
not the  obligation,  to sell the futures  contract (a put option) or to buy the
contract (a call  option) at a fixed  strike  price.  A fund can  terminate  its
position in a put option by allowing it to expire or by  exercising  the option.
If the  option  is  exercised,  the fund  completes  the sale of the  underlying
security at the strike price.  Purchasing  an option on a futures  contract does
not require a fund to make margin payments unless the option is exercised.

    Although  they do not  currently  intend  to do so,  the funds may write (or
sell) call options that obligate it to sell (or deliver) the option's underlying
instrument  upon  exercise of the option.  While the receipt of option  premiums
would  mitigate  the  effects of price  declines,  the funds  would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract  open until the  obligation
to deliver it pursuant to the call expired.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

    Each fund may enter into  futures  contracts,  options or options on futures
contracts.

   
    Under the Commodity  Exchange Act, a fund may enter into futures and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed  to initial  margin and option  premiums or (b) for other than hedging
purposes,  provided that assets  committed to initial margin and option premiums
do not exceed 5% of the fund's total assets. To the extent required by law, each
fund will segre-
    


12                                                 AMERICAN CENTURY INVESTMENTS


   
gate cash or  securities  on its  records in an amount  sufficient  to cover its
obligations under the futures contracts and options.
    

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 fund  managers  wish 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 fund  managers  believe  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.

    In 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 fund  managers  believe  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  segregate  on its  records  cash or
securities in an amount sufficient to cover its obligations under the contract.

    The  precise  matching  of forward  contracts  in the  amounts and values of
securities involved generally would not be possible because 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 fund  managers  do not  intend  to enter  into  such
contracts  on a regular  basis.  Normally,  consideration  of the  prospect  for
currency parties will be incorporated  into the long-term  investment  decisions
made with respect to overall diversification  strategies.  However, the managers
believe  that it is  important  to have  flexibility  to enter into such forward
contracts when they determine that a fund's best interests may be served.

    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.

MUNICIPAL NOTES

    Municipal  notes are  issued by state and local  governments  or  government
entities to provide short-term capital or to meet cash flow needs.

    Tax Anticipation Notes (TANs) are issued in anticipation of seasonal tax
revenues, such as ad valorem


STATEMENT OF ADDITIONAL INFORMATION                                        13


property,  income,  sales,  use and business  taxes,  and are payable from these
future taxes.  Tax  anticipation  notes usually are general  obligations  of the
issuer. General obligations are secured by the issuer's pledge of its full faith
and credit (i.e., taxing power) for the payment of principal and interest.

    Revenue  Anticipation  Notes  (RANs) are issued  with the  expectation  that
receipt  of  future  revenues,  such as  federal  revenue  sharing  or state aid
payments,  will be  used  to  repay  the  notes.  Typically,  these  notes  also
constitute general obligations of the issuer.

   
    Bond Anticipation Notes (BANs) are issued to provide interim financing until
long-term financing can be arranged.  In most cases, the long-term bonds provide
the money for repayment of the notes.
    

MUNICIPAL BONDS

    Municipal bonds,  which generally have maturities of more than one year when
issued,  are designed to meet longer-term  capital needs.  These securities have
two principal classifications: general obligation bonds and revenue bonds.

    General Obligation (GO) Bonds are issued by states, counties,  cities, towns
and  regional  districts  to  fund  a  variety  of  public  projects,  including
construction  of and  improvements  to  schools,  highways,  and water and sewer
systems.  General  obligation  bonds are backed by the  issuer's  full faith and
credit based on its ability to levy taxes for the timely payment of interest and
repayment  of  principal,  although  such  levies  may  be  constitutionally  or
statutorily limited as to rate or amount.

    Revenue  Bonds  are not  backed by an  issuer's  taxing  authority;  rather,
interest  and  principal  are  secured  by the net  revenues  from a project  or
facility.  Revenue  bonds are issued to  finance a variety of capital  projects,
including  construction or refurbishment of utility and waste disposal  systems,
highways, bridges, tunnels, air and sea port facilities,  schools and hospitals.
Many  revenue  bond  issuers  provide  additional  security  in  the  form  of a
debt-service  reserve  fund that may be used to make  payments of  interest  and
repayments  of  principal  on  the  issuer's  obligations.   Some  revenue  bond
financings are further  protected by a state's  assurance  (without  obligation)
that it will make up deficiencies in the debt-service reserve fund.

    Industrial  Development  Bonds (IDBs), a type of revenue bond, are issued by
or on behalf of public  authorities to finance  privately  operated  facilities.
These bonds are used to finance business,  manufacturing,  housing, athletic and
pollution  control  projects,  as well as public facilities such as mass transit
systems,  air and sea port facilities and parking  garages.  Payment of interest
and  repayment  of  principal  on an IDB  depend  solely on the  ability  of the
facility's user to meet financial obligations, and on the pledge, if any, of the
real or personal property  financed.  The interest earned on IDBs may be subject
to the federal alternative minimum tax.

VARIABLE- AND FLOATING-RATE OBLIGATIONS

    The funds may buy variable- and floating-rate  demand obligations (VRDOs and
FRDOs).  These obligations carry rights that permit holders to demand payment of
the unpaid principal plus accrued  interest,  from the issuers or from financial
intermediaries.  Floating-rate securities, or floaters, have interest rates that
change  whenever  there is a change in a  designated  base  rate;  variable-rate
instruments  provide for a specified,  periodic adjustment in the interest rate,
which typically is based on an index. These rate formulas are designed to result
in a market value for the VRDO or FRDO that approximates par value.

OBLIGATIONS WITH TERM PUTS ATTACHED

    Each fund may invest in fixed-rate  bonds subject to third-party puts and in
participation  interests  in such  bonds  held by a bank in trust or  otherwise.
These bonds and  participation  interests have tender options or demand features
that  permit  the funds to tender  (or put)  their  bonds to an  institution  at
periodic intervals and to receive the principal amount thereof.

   
    The fund managers  expect that the funds will pay more for  securities  with
puts attached than for securities  without these  liquidity  features.  The fund
managers may buy securities  with puts attached to keep a fund fully invested in
municipal  securities while maintaining  sufficient  portfolio liquidity to meet
redemption requests or to facilitate management of the fund's investments.
    

    To ensure  that the  interest  on  municipal  securities  subject to puts is
tax-exempt to the funds, the advisor limits the funds' use of puts in accordance
with


14                                                 AMERICAN CENTURY INVESTMENTS


applicable interpretations and rulings of the Internal Revenue Service (IRS).

    Because it is  difficult  to  evaluate  the  likelihood  of  exercise or the
potential  benefit of a put, puts normally will be determined to have a value of
zero,  regardless  of whether  any  direct or  indirect  consideration  is paid.
Accordingly,  puts as separate  securities are not expected to affect the funds'
weighted  average  maturities.  When a fund has paid for a put, the cost will be
reflected as unrealized  depreciation on the underlying  security for the period
the put is held. Any gain on the sale of the underlying security will be reduced
by the cost of the put.

    There is a risk that the seller of a put will not be able to repurchase  the
underlying  obligation  when (or if) a fund  attempts  to  exercise  the put. To
minimize such risks, the funds will purchase obligations with puts attached only
from sellers deemed creditworthy by the advisor under the direction of the Board
of Directors.

   
TENDER OPTION BONDS

    Tender   option  bonds  (TOBs)  were  created  to  increase  the  supply  of
high-quality, short-term tax-exempt obligations, and thus they are of particular
interest to money market  funds.  However,  any of the funds may purchase  these
instruments.
    

    TOBs are created by municipal bond dealers who purchase long-term tax-exempt
bonds in the  secondary  market,  place the  certificates  in  trusts,  and sell
interests in the trusts with puts or other liquidity  guarantees  attached.  The
credit quality of the resulting synthetic short-term  instrument is based on the
guarantor's short-term rating and the underlying bond's long-term rating.

    There is some risk that a  remarketing  agent will renege on a tender option
agreement if the underlying bond is downgraded or defaults. Because of this, the
fund  managers  monitor the credit  quality of bonds  underlying  the funds' TOB
holdings and intend to sell or put back any TOB if the rating on its  underlying
bond falls  below the  second-highest  rating  category  designated  by a rating
agency.

   
    The fund  managers  also take steps to  minimize  the risk that the fund may
realize  taxable  income as a result of holding  TOBs.  These  steps may include
consideration  of (a) legal opinions  relating to the  tax-exempt  status of the
underlying  municipal bonds, (b) legal opinions relating to the tax ownership of
the underlying  bonds, and (c) other elements of the structure that could result
in taxable income or other adverse tax  consequences.  After purchase,  the fund
managers  monitor  factors  related to the  tax-exempt  status of the fund's TOB
holdings in order to minimize the risk of generating taxable income.
    

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

    Zero-coupon, step-coupon and pay-in-kind 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 funds 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.

   
INVERSE FLOATERS
    

    An inverse  floater is a type of derivative  security that bears an interest
rate that moves  inversely to market  interest  rates.  As market interest rates
rise,  the  interest  rate on  inverse  floaters  goes  down,  and  vice  versa.
Generally,  this is  accomplished by expressing the interest rate on the inverse
floater  as an  above-market  fixed  rate  of  interest,  reduced  by an  amount
determined by reference to a market-based  or  bond-specific  floating  interest
rate (as well as by any fees associated with  administering  the inverse floater
program).

    Inverse  floaters may be issued in conjunction with an equal amount of Dutch
Auction  floating-rate bonds (floaters),  or a market-based index may be used to
set the interest rate on these securities.  A Dutch Auction is an auction system
in which the price of the security


STATEMENT OF ADDITIONAL INFORMATION                                         15


is gradually  lowered until it meets a responsive bid and is sold.  Floaters and
inverse  floaters  may be brought  to market by a  broker-dealer  who  purchases
fixed-rate  bonds and places  them in a trust or by an issuer  seeking to reduce
interest  expenses  by  using a  floater/inverse  floater  structure  in lieu of
fixed-rate bonds.

    In  the  case  of a  broker-dealer  structured  offering  (where  underlying
fixed-rate bonds have been placed in a trust), distributions from the underlying
bonds are  allocated  to floater and inverse  floater  holders in the  following
manner:

    (i)  Floater  holders  receive  interest  based on rates set at a  six-month
interval or at a Dutch  Auction,  which is  typically  held every 28 to 35 days.
Current and prospective  floater holders bid the minimum interest rate that they
are willing to accept on the  floaters,  and the interest  rate is set just high
enough to ensure that all of the floaters are sold.

    (ii) Inverse floater holders receive all of the interest that remains on the
underlying bonds after floater interest and auction fees are paid.

    Procedures  for  determining  the  interest  payment on floaters and inverse
floaters  brought to market directly by the issuer are comparable,  although the
interest  paid on the inverse  floaters is based on a presumed  coupon rate that
would have been  required  to bring  fixed-rate  bonds to market at the time the
floaters and inverse floaters were issued.

    Where inverse  floaters are issued in  conjunction  with  floaters,  inverse
floater holders may be given the right to acquire the underlying security (or to
create a fixed-rate bond) by calling an equal amount of corresponding  floaters.
The underlying security may then be held or sold. However,  typically, there are
time  constraints  and other  limitations  associated  with any right to combine
interests and claim the underlying security.

    Floater holders subject to a Dutch Auction  procedure  generally do not have
the right to "put back" their  interests to the issuer or to a third party. If a
Dutch  Auction  fails,  the floater  holder may be required to hold its position
until the underlying bond matures,  during which time interest on the floater is
capped at a predetermined rate.

    The secondary market for floaters and inverse  floaters may be limited.  The
market value of inverse  floaters tends to be  significantly  more volatile than
fixed-rate  bonds.  The interest rates on inverse  floaters may be significantly
reduced, even to zero, if interest rates rise.

LOAN INTERESTS

    Loan interests are interests in amounts owed by a corporate, governmental or
other borrower to lenders or lending syndicates. Loan interests purchased by the
funds 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 nationally
recognized  securities  rating  organization  and are, at  present,  not readily
marketable and may be subject to contractual restrictions on resale.


16                                                 AMERICAN CENTURY INVESTMENTS


INVESTMENT POLICIES

    Unless otherwise indicated, with the exception of the percentage limitations
on borrowing,  the restrictions apply at the time transactions are entered into.
Accordingly,  any later  increase or decrease  beyond the  specified  limitation
resulting  from a change  in a fund's  net  assets  will  not be  considered  in
determining whether it has complied with its investment restrictions.

FUNDAMENTAL INVESTMENT POLICIES

    The funds'  investment  restrictions  are set forth below.  These investment
restrictions  are  fundamental  and may not be  changed  without  approval  of a
majority of the  outstanding  votes of  shareholders of a fund, as determined in
accordance with the Investment Company Act.

    For purposes of the investment restriction relating to concentration, a fund
shall not purchase any  securities  that would cause 25% or more of the value of
the fund's total assets at the time of purchase to be invested in the securities
of one or more issuers  conducting  their principal  business  activities in the
same  industry,  provided  that  (a)  there is no  limitation  with  respect  to
obligations issued or guaranteed by the U.S. government, any state, territory or
possession  of the United  States,  the  District  of  Columbia  or any of their
authorities,   agencies,   instrumentalities   or  political   subdivisions  and
repurchase  agreements  secured by such  instruments,  (b) wholly owned  finance
companies  will be considered to be in the  industries of their parents if their
activities are primarily related to financing the activities of the parents, (c)
utilities will be divided  according to their  services,  for example,  gas, gas
transmission, electric and gas, electric and telephone will each be considered a
separate  industry,  and (d) personal credit and business credit businesses will
be considered separate industries.

   
Subject            Policy
- --------------------------------------------------------------------------------
Senior Securities  A fund may not issue senior securities,  except as
                   permitted under the Investment Company Act.
- --------------------------------------------------------------------------------
Borrowing          A fund may not borrow money, except for temporary or
                   Emergency purposes (not for leveraging or investment)
                   in an amount not exceeding 331/3% of the fund's total
                   assets (including the amount borrowed) less liabilities
                   (other than borrowings).
- --------------------------------------------------------------------------------
Lending            A fund may not lend any security or make any other loan
                   if, as a result, more than 331/3% of the fund's total
                   assets would be lent to other parties, except, (i) through
                   the purchase of debt securities in accordance with its
                   investment objective, policies and limitations or (ii) by
                   engaging in repurchase  agreements with respect to
                   portfolio securities.
- --------------------------------------------------------------------------------
Real Estate        A fund may not  purchase  or sell real  estate  unless
                   acquired  as a result of  ownership  of  securities  or other
                   instruments.  This  policy  shall  not  prevent  a fund  from
                   investing in securities or other  instruments  backed by real
                   estate or securities of companies that deal in real estate or
                   are engaged in the real estate business.
- --------------------------------------------------------------------------------
Concentration      A fund may not concentrate its investments in securities
                   of issuers in a particular industry (other than securities
                   issued or guaranteed by the U.S. government or any of its
                   agencies or instrumentalities).
- --------------------------------------------------------------------------------
Underwriting       A fund may not act as an underwriter of securities issued
                   by others, except to the extent that the fund may be
                   considered an underwriter within the meaning of the
                   Securities  Act of  1933  in the  disposition  of  restricted
                   securities.
- --------------------------------------------------------------------------------
Commodities        A fund may not purchase or sell physical  commodities  unless
                   acquired  as a result of  ownership  of  securities  or other
                   instruments; provided that this limitation shall not prohibit
                   the fund from  purchasing  or  selling  options  and  futures
                   contracts   or  from   investing  in   securities   or  other
                   instruments backed by physical commodities.
- --------------------------------------------------------------------------------
Control            A fund may not invest for purposes of exercising control over
                   management.
- --------------------------------------------------------------------------------
    


STATEMENT OF ADDITIONAL INFORMATION                                       17


NONFUNDAMENTAL INVESTMENT POLICIES

  In  addition,  the funds are subject to the  following  additional  investment
restrictions  that  are not  fundamental  and may be  changed  by the  Board  of
Directors.

   
Subject          Policy
- --------------------------------------------------------------------------------
Diversification  A fund may not purchase additional investment securities at
                 Any time during which  outstanding  borrowings exceed 5% of the
                 total assets of the fund.
- --------------------------------------------------------------------------------
Liquidity        A fund may not purchase any security or enter into a Repurchase
                 agreement  if,  as a result,  more  than 15% of its net  assets
                 would be invested in  repurchase  agreements  not entitling the
                 holder to payment of principal  and interest  within seven days
                 and in  securities  that are  illiquid  by  virtue  of legal or
                 contractual  restrictions on resale or the absence of a readily
                 available market.
- --------------------------------------------------------------------------------
Short Sales      A fund may 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 transactions
                 in futures contracts and options are not deemed to constitute
                 selling securities short.
- --------------------------------------------------------------------------------
Margin           A fund may not purchase securities on margin, except to
                 obtain such short-term credits as are necessary for the
                 clearance of transactions, and provided that margin payments
                 in connection with futures contracts and options on futures
                 contracts shall not constitute purchasing securities on
                 margin.
- --------------------------------------------------------------------------------

    The Investment  Company Act imposes  certain  additional  restrictions  upon
acquisition  by  the  funds  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.

PORTFOLIO TURNOVER

TAX-MANAGED VALUE FUND

   
    The fund managers of  Tax-Managed  Value seek to minimize  realized  capital
gains by keeping  portfolio  turnover low and generally  holding its investments
for long  periods.  Because a higher  turnover rate would  increase  transaction
costs and may increase taxable capital gains,  the managers  carefully weigh the
potential benefits of short-term investing against the tax impact such investing
would have on the fund's shareholders.
    

OTHER FUNDS

   
    The portfolio turnover rates of the funds (other than the Tax-Managed Value)
are shown in the Financial Highlights table in the Prospectuses.

    With  respect  to each other  fund,  the  managers  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.
    


18                                                  AMERICAN CENTURY INVESTMENTS


   
    The funds intend to purchase a given security  whenever the managers believe
it will contribute to the stated objective of the fund. In order to achieve each
fund's investment objective,  the managers will sell a given security, no matter
for how long or for how short a period it has been held in the portfolio, and no
matter whether the sale is at a gain or at a loss, if the managers  believe that
the security is not fulfilling its purpose,  either because, among other things,
it did not live up to the managers' 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  managers  believe that the
rate of portfolio  turnover is irrelevant when they believe a change is in order
to achieve those objectives.  As a result,  the fund's annual portfolio turnover
rate  cannot be  anticipated  and may be higher  than  other  mutual  funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater brokerage commissions, which is a cost the funds pay directly. Portfolio
turnover also may affect the character of capital gains realized and distributed
by the fund,  if any,  since  short-term  capital  gains are taxable as ordinary
income.  This  disclosure   regarding  portfolio  turnover  is  a  statement  of
fundamental policy and may be changed only by a vote of the shareholders.

    Since the  managers  do not take  portfolio  turnover  rate into  account in
making investment decisions, (1) the managers have 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.

    For Vista, the higher portfolio turnover rate for 1998 resulted from efforts
to improve the fund's  performance,  which  included  replacing  underperforming
stocks and  increasing  the  fund's  diversification  across a broader  range of
industries.  As a result,  a greater  number of stocks  were sold and  purchased
during 1998 than has been the fund's historical practice.
    


MANAGEMENT

THE BOARD OF DIRECTORS

   
    The Board of  Directors  oversees the  management  of the funds and meets at
least quarterly to review reports about fund  operations.  Although the Board of
Directors  does not  manage  the  funds,  it has  hired  the  advisor  to do so.
Two-thirds of the directors are  "independent"  of the funds' advisor,  that is,
they are not employed by and have no financial interest in the advisor.

    The individuals  listed in the table on the next page whose names are marked
by an  asterisk  (*) are  interested  persons  of the funds (as  defined  in the
Investment  Company  Act)  by  virtue  of,  among  other  considerations,  their
affiliation  with either the funds;  the advisor,  American  Century  Investment
Management,  Inc.  (ACIM);  the funds'  agent for  transfer  and  administrative
services,  American Century Services Corporation (ACSC); the parent corporation,
American  Century  Companies,  Inc.  (ACC) or  ACC's  subsidiaries;  the  funds'
distribution agent and co-administrator, Funds Distributor, Inc. (FDI); or other
funds advised by the advisor. Each director listed below serves as a director of
six  registered  investment  companies in the American  Century family of funds,
which are also advised by the advisor. The address at which each director listed
on the  following  page may be contacted is American  Century Tower I, 4500 Main
Street, Kansas City, Missouri 64111.
    


STATEMENT OF ADDITIONAL INFORMATION                                          19


<TABLE>
   
Name (Age)                   Position(s) Held         Principal Occupation(s) during
                             With Fund                Past Five Years
- --------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>
James E. Stowers, Jr.* (74)  Director,                Chairman, Director and controlling shareholder, ACC,
                             Chairman of the Board    Chairman and Director, ACIM, ACSC and ACIS
                                                      Father of James E. Stowers III
- --------------------------------------------------------------------------------------------------------------
James E. Stowers III* (40)   Director                 Director and Chief Executive Officer,
                                                      ACC, ACIM, ACSC and ACIS
                                                      Son of James E. Stowers, Jr.
- --------------------------------------------------------------------------------------------------------------
Thomas A. Brown (58)         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. (65) Director                 Retired, formerly a general surgeon
- --------------------------------------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (54)   Director                 Senior Vice President and Associate
                                                      Director, Midwest Research Institute
- --------------------------------------------------------------------------------------------------------------
D.D. (Del) Hock (63)         Director                 Retired, formerly Chairman, Public
                                                      Service Company of Colorado; Director, Service
                                                      Tech, Inc., Hathaway Corporation, and J.D. Edwards
                                                      & Company
- --------------------------------------------------------------------------------------------------------------
Donald H. Pratt (60)         Director,                President and Director, Butler
                                                      Manufacturing Company Vice Chairman of the Board
- --------------------------------------------------------------------------------------------------------------
Lloyd T. Silver, Jr. (70)    Director                 President, LSC, Inc., manufacturer's representative
- --------------------------------------------------------------------------------------------------------------
M. Jeannine Strandjord (52)  Director                 Senior Vice President, Finance, Sprint Corporation;
                                                      Director, DST Systems, Inc.
- --------------------------------------------------------------------------------------------------------------
    

COMMITTEES

   
    The Board has four standing  committees to oversee specific functions of the
funds'  operations.  Information  about  these  committees  appears in the table
below. The director first named acts as chairman of the committee.

Committee    Members                 Function of Committee
- --------------------------------------------------------------------------------------------------------------
Executive    James E. Stowers, Jr.   The Executive Committee performs the functions of the Board of
             James E. Stowers III    Directors between Board meetings, subject to the limitations on it
             Donald H. Pratt         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.
- --------------------------------------------------------------------------------------------------------------
Compliance   Thomas A. Brown         The Compliance Committee reviews the results of the funds'
             Donald H. Pratt         compliance testing program, reviews quarterly reports from the
             Lloyd T. Silver, Jr.    advisor to the Board regarding various compliance
             Andrea C. Hall, Ph.D    matters and monitors the implementation of the funds' Code of Ethics,
                                     including any violations thereof.
- --------------------------------------------------------------------------------------------------------------
Audit        M. Jeannine Strandjord  The Audit Committee recommends the engagement of the funds'
             Robert W. Doering, M.D. independent auditors and oversees its activities. The Committee
             D.D. (Del) Hock         receives reports from the advisor's Internal Audit Department, which
                                     is accountable to the Committee. The Committee also receives
                                     reporting about compliance matters affecting the funds.
- --------------------------------------------------------------------------------------------------------------
Nominating  Donald H. Pratt          The Nominating Committee primarily considers and recommends
            D.D. (Del) Hock          individuals for nomination as directors. The names of potential
            James E. Stowers III     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.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
    


20                                              AMERICAN CENTURY INVESTMENTS


COMPENSATION OF DIRECTORS

   
    The directors also serve as directors for five American  Century  investment
companies  other than American  Century Mutual Funds,  Inc. Each director who is
not an  "interested  person" as defined in the  Investment  Company Act receives
compensation  for  service  as a member of the  Board of all six such  companies
based on a schedule that takes into account the number of meetings  attended and
the assets of the funds for which the meetings are held. These fees and expenses
are  divided  among the six  investment  companies  based,  in part,  upon their
relative  net  assets.  Under the  terms of the  management  agreement  with the
advisor, the funds are responsible for paying such fees and expenses.

    The table  presented shows the aggregate  compensation  paid by ACMF for the
periods  indicated and by the American  Century family of funds to each director
who is not an "interested person" as defined in the Investment Company Act.

Aggregate Director Compensation for Fiscal Year Ended October 31, 1998
- --------------------------------------------------------------------------------
                                     Total               Total Compensation
                                  Compensation                from the
                                    from the              American Century
Name of Director                    Funds (1)            Family of Funds(2)
- --------------------------------------------------------------------------------

Thomas A. Brown                    $41,010                    $51,000

Robert W. Doering, M.D.             38,584                     49,000

Andrea C. Hall, Ph.D.               38,210                     49,000

D.D. (Del) Hock                     37,263                     49,000

Donald H. Pratt                     39,515                     51,000

Lloyd T. Silver, Jr.                37,263                     49,000

M. Jeannine Strandjord              39,773                     51,000
- --------------------------------------------------------------------------------

(1)  Includes  compensation  paid to the directors  during the fiscal year ended
     October 31, 1998, and also includes amounts deferred at the election of the
     directors  under the American  Century Mutual Funds  Deferred  Compensation
     Plan for  Non-Interested  Directors  and  Trustees.  The  total  amount  of
     deferred  compensation  included in the preceding table is as follows:  Mr.
     Brown, $5,579; Dr. Hall, $17,196; Mr. Hock, $34,393; Mr. Pratt, $12,043 and
     Ms. Strandjord, $33,642.

(2)  Includes compensation paid by the 13 investment company members of the
     American Century family of funds.
    

    The funds have adopted the American Century Deferred  Compensation  Plan for
Non-Interested Directors and Trustees. Under the plan, the independent directors
may defer  receipt of all or any part of the fees to be paid to them for serving
as directors of the funds.

   
    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,  the funds have 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 funds. 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, 1998.

OFFICERS

   
    Background information for the officers of the funds is provided on page 22.
All persons named as officers of the funds also serve in similar  capacities for
the 12 other investment  companies advised by American Century. Not all officers
of the funds are listed;  only those officers with  policy-making  functions for
the funds are  listed.  No officer is  compensated  for his or her service as an
officer  of the  funds.  The  individuals  listed  in the  following  table  are
interested  persons of the funds (as defined in the  Investment  Company Act) by
virtue of, among other considerations,  their affiliation with either the funds,
the holding company of the funds'  investment  advisor and transfer agent (ACC),
ACC's  subsidiaries  (including ACIM and ACSC), or the funds' distributor (FDI),
as specified in the following table.
    


STATEMENT OF ADDITIONAL INFORMATION                                       21

<TABLE>
   
                            Positions
Name (Age)                  Held With      Principal Occupation(s)
Address                     Fund           During Past Five Years
- --------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>
George A. Rio (44)          President      Executive Vice President and Director of Client Services, FDI
                                           (March 1998 to present)
                                           Senior Vice President and Senior Key Account Manager, Putnam
                                           Mutual Funds (June 1995 to March 1998)
                                           Director Business Development, First Data Corporation
                                           (May 1994 to June 1995)
                                           Senior Vice President and Manager of Client services and
                                           Director of Internal Audit, The Boston Company, Inc.
                                           (September 1983 to May 1994)
- --------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (34) Vice President  Vice President and Associate General Counsel, FDI
                                           (since July 1996)
                                           Assistant Counsel, Forum Financial Group (April 1994 to July
                                           1996)
                                           Compliance Officer, Putnam Investments (from 1992 to 1994)
- --------------------------------------------------------------------------------------------------------------
Mary A. Nelson (34)        Vice President  Vice President and Manager of Treasury Services and
                                           Administration, FDI
                                           Assistant Vice President and Client Manager, The Boston
                                           Company, Inc. (1989 to 1994)
- --------------------------------------------------------------------------------------------------------------
Maryanne Roepke, CPA (43)  Vice President  Senior Vice President, Treasurer and Principal Accounting
                           and Treasurer   Officer, ACSC                                            
- --------------------------------------------------------------------------------------------------------------
David C. Tucker (40)       Vice President  Senior Vice President and General Counsel, ACSC and ACIM
                                           (June 1998 to present)
                                           General Counsel, ACC (June 1998 to present)
                                           Consultant to mutual fund industry (May 1997 to April 1998)
                                           Vice President and General Counsel, Janus Companies
                                           (1990 to 1997)
- --------------------------------------------------------------------------------------------------------------
Paul J. Carrigan Jr.       Secretary       Secretary, ACC (February 1998 to present)
                                           Director of Legal Operations (February 1996 to present)
                                           Board Communications Manager, The Benham Company  (April
                                           1994 to January 1996)
                                           Legal Coordinator, State of California Health & Welfare Agency
                                           (February 1992 to March 1994)
- --------------------------------------------------------------------------------------------------------------
C. Jean Wade (35)           Controller     Controller-Fund Accounting, ACSC
- --------------------------------------------------------------------------------------------------------------
Jon Zindel (32)             Tax Officer    Director of Taxation, ACSC (since 1996)
                                           Tax Manager, Price Waterhouse LLP (1989)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
    


22                                                 AMERICAN CENTURY INVESTMENTS


 THE FUNDS' PRINCIPAL SHAREHOLDERS

   
    As of January 31, 1999,  the following  companies  were the record owners of
more than 5% of a fund's outstanding shares:

    The funds are unaware of any other  shareholders,  beneficial  or of record,
who own more than 5% of a fund's outstanding shares. As of January 31, 1999, the
officers and directors of the funds, as a group,  own less than 1% of any fund's
outstanding shares.

                                                               Percentage
                                                               of Shares
Fund                   Shareholder                             Outstanding
- --------------------------------------------------------------------------------
Growth                 Nationwide Life Insurance Company          7.9%
                       Columbus, Ohio
                       State Street Bank and Trust Company        7.9%
                       Boston, Massachusetts
- --------------------------------------------------------------------------------
Ultra                  Charles Schwab & Company                   8.1%
                       San Francisco, California
                       Nationwide Life Insurance Company          7.2%
                       Columbus, Ohio
- --------------------------------------------------------------------------------
Bond                   Charles Schwab & Company                   7.5%
                       San Francisco, California
- --------------------------------------------------------------------------------
Heritage               Bankers Trust Company                     14.8%
                       as Trustee for Kraft General Foods
                       Jersey City, New Jersey
                       Bankers Trust Company                      7.5%
                       as Trustee for Philip Morris
                       Deferred Profit Trust
                       Jersey City, New Jersey
- --------------------------------------------------------------------------------
Limited-Term Bond      American Century Investment
                       Management, Inc.                          54.0%
                       Kansas City, Missouri
- --------------------------------------------------------------------------------
Intermediate-Term Bond American Century Investment
                       Management, Inc.                           7.5%
                       Kansas City, Missouri
                       Charles Schwab & Company                   5.7%
                       San Francisco, California
                       Chase Manhattan Bank NA as Trustee
                       for Gza Geo Environmental Inc.             5.7%
                       Restated 401 (k) Profit Sharing
                       Plan and Trust
                       New York New York
- --------------------------------------------------------------------------------
New Opportunities      American Century Investment
                       Management, Inc.                           5.8%
                       Kansas City, Missouri
- --------------------------------------------------------------------------------
High-Yield             American Century Investment
                       Management, Inc.                          23.0%
                       Kansas City, Missouri
    


STATEMENT OF ADDITIONAL INFORMATION                                       23


SERVICE PROVIDERS

    The funds have no employees.  To conduct the funds'  day-to-day  activities,
the funds have hired a number of service providers.  Each service provider has a
specific function to fill on behalf of the funds and is described below.

    The advisor and the  transfer  agent,  ACSC,  are both wholly  owned by ACC.
James E. Stowers Jr.,  Chairman of ACC,  controls ACC by virtue of his ownership
of a majority of its common stock.

INVESTMENT ADVISOR

    Each fund has an investment management agreement with the advisor,  American
Century  Investment  Management,  Inc., dated August 1, 1997. This agreement was
approved by the shareholders of each of the funds on July 30, 1997.

    A  description  of  the  responsibilities  of  the  advisor  appears  in the
Prospectus under the heading "Management."

   
    For the services provided to the funds, the advisor receives a monthly fee
based on a percentage of the average net assets of the fund. Tax-Managed Value
has a stepped fee as described below:

- --------------------------------------------------------------------------------
First $500 million                                                1.10%
Next $500 million                                                 1.00%
More than $1 billion                                              0.90%
- --------------------------------------------------------------------------------

    For Tax-Managed Value, the schedule for the Institutional  Class is lower by
0.2000% at each graduated  step.  For example,  if the Investor Class is 0.3000%
for the first $2 billion,  the  Institutional  Class is 0.1000%.  (0.3000% minus
0.2000%) for the first $2 billion.  The schedule for the Advisor  Class is lower
by 0.2500% at each graduated step.

    The rest of the funds do not have a stepped  fee.  Their  management  fee is
described in their respective prospectuses.

    On the first  business day of each month,  the funds pay a management fee to
the  advisor  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily  closing  value of a 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).
    

    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 (1) the funds'
Board of  Directors,  or by the vote of a  majority  of  outstanding  votes  (as
defined in the  Investment  Company  Act) and (2) the vote of a majority  of the
directors  of the funds  who are not  parties  to the  agreement  or  interested
persons of the  advisor,  cast in person at a meeting  called for the purpose of
voting on such approval.

    The  management  agreement  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 outstanding votes, on 60 days' written notice to the advisor,  and
that it shall be automatically terminated if it is assigned.

   
    The  management  agreement  provides that the advisor shall not be liable to
the funds or their shareholders for anything other than willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties.
    

    The  management  agreement  also provides that the advisor and its officers,
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 the  funds and also for other
clients  advised by the advisor.  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 in a manner believed
    


24                                                  AMERICAN CENTURY INVESTMENTS


by the advisor 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  advisor  may  aggregate  purchase  and sale  orders of the  funds  with
purchase  and sale orders of its other  clients when the advisor  believes  that
such aggregation  provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the advisor 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
advisor  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  advisor
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

   
    Investment  management  fees  incurred  by each fund by class for the fiscal
periods  ended October 31, 1998,  1997 and 1996,  are indicated in the tables on
the following page.
    

OTHER ADVISORY RELATIONSHIPS

    In addition to managing the funds,  the advisor  also acts as an  investment
advisor to 12 institutional  accounts and to the following registered investment
companies:

    American Century World Mutual Funds, Inc.
    American Century Premium Reserves, Inc.
    American Century Variable Portfolios, Inc.
    American Century Capital Portfolios, Inc.
    American Century Strategic Asset Allocations, Inc.
    American Century Municipal Trust
    American Century Government Income Trust
    American Century Investment Trust
    American Century Target Maturities Trust
    American Century Quantitative Equity Funds
    American Century International Bond Funds.
    American Century California Tax-Free and Municipal Funds

TRANSFER AGENT AND ADMINISTRATOR

    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri 64111,  acts as transfer agent and dividend paying agent for the funds.
It provides physical  facilities,  computer hardware and software and personnel,
for the day-to-day  administration of the funds and of the advisor.  The advisor
pays American Century Services Corporation for such services.

    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

    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.

DISTRIBUTOR

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

    The  distributor  is the principal  underwriter  of the funds'  shares.  The
distributor makes a continuous,  best efforts underwriting of the funds' shares.
This means that the distributor has no liability for unsold shares.

OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

    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


STATEMENT OF ADDITIONAL INFORMATION                                          25


UNIFIED MANAGEMENT FEES (INVESTOR CLASS)

   
Fund                             1998              1997                1996
- --------------------------------------------------------------------------------
Growth                     $  57,367,329     $   48,471,501      $   47,632,557
Ultra                         246,426,714        204,559,641         162,200,631
Select                        53,760,572         44,606,368          39,305,054
Vista                         13,820,810         19,475,457          20,195,923
Heritage                      12,484,448         11,959,020          10,572,605
Balanced                      9,501,108          8,997,750           8,345,585
Tax-Managed Value             N/A                N/A                 N/A
Giftrust                      9,584,768          9,052,939           7,161,935
New Opportunities             3,605,875          2,150,593
Limited-Term Bond             129,239            78,059              52,116
Intermediate-Term Bond        159,444            131,239             108,870
Bond                          1,088,573          1,057,545           1,148,428
High-Yield                    245,103            8,462
- --------------------------------------------------------------------------------

UNIFIED MANAGEMENT FEES (ADVISOR AND INSTITUTIONAL CLASS)

Fund                                 Years Ended October 31,
                               1998              1997            1996
- --------------------------------------------------------------------------------
Select
  Advisor                   $  11,281        $   2,076       $      -
  Institutional               106,461           58,797              -
Heritage
  Advisor                       5,250              256              -
  Institutional                   737              386              -
Growth
  Advisor                      26,893            1,341              -
  Institutional                 3,902              520              -
Ultra
  Advisor                     502,147          151,348          7,146
  Institutional                72,042           29,381              -
Vista
  Advisor                      41,497           47,319          3,127
  Institutional                27,834           80,429              -
Balanced
  Advisor                      48,200           24,173              -
Limited-Term Bond
  Advisor                       2,289                -              -
Intermediate-Term Bond
  Advisor                      13,376              482              -
Benham Bond
  Advisor                       7,793              307              -
    


26                                                  AMERICAN CENTURY INVESTMENTS


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 is the independent  auditor of the funds.  The address
of Deloitte & Touche LLP is 1010 Grand Boulevard,  Kansas City,  Missouri 64106.
As the independent  auditor 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.
    

BROKERAGE ALLOCATION

SELECT, HERITAGE, GROWTH, ULTRA, VISTA,  TAX-MANAGED VALUE, GIFTRUST AND  THE
EQUITY PORTION OF BALANCED

   
    Under the  management  agreement  between  the funds  and the  advisor,  the
advisor  has the  responsibility  of  selecting  brokers  and dealers 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 advisor may take into  consideration  the factors  discussed below when
selecting brokers.

    The  advisor  receives  statistical  and  other  information  and  services,
including research, without cost from brokers and dealers. The advisor 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 advisor
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 advisor.  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,  1998,  1997  and  1996,  the  brokerage
commissions of each fund were as follows:

   
Fund                  1998                1997                1996
- -----------------------------------------------------------------------------
Select            $12,083,920        $  6,524,088       $  8,157,658
Heritage            3,733,656           1,649,678          3,093,265
Growth             10,326,945           5,774,694         13,577,767
Ultra              46,022,210          33,165,434         22,985,927
Vista               5,035,186           2,569,051          2,246,175
Tax-Managed
 Value                    N/A                N/A                 N/A
Giftrust            1,848,117          1,329,818             886,460
Balanced            1,112,389            957,506           1,038,530
New
 Opportunities        420,737            264,078                 N/A
- -----------------------------------------------------------------------------

    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 advisor in servicing all of its  accounts,  and
not all such  services may be used by the advisor 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 advisor believe that the facilities,  expert  personnel and
technological systems of a broker often enable the funds to secure as good a net
price by dealing with a broker instead of a principal  market maker,  even after
payment  of the  compensation  to the  broker.  The  funds  regularly  place its
over-the-counter transactions with principal market makers, but also may deal on
a brokerage basis when utilizing electronic trading networks or as circumstances
warrant.
    


STATEMENT OF ADDITIONAL INFORMATION                                          27


LIMITED-TERM BOND, INTERMEDIATE-TERM BOND, BOND, HIGH-YIELD AND THE FIXED-INCOME
PORTION OF BALANCED

    Under the  management  agreement  between  the funds  and the  advisor,  the
advisor  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 advisor will seek to obtain prompt execution
of orders at the most  favorable  prices or yields.  The  advisor  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 advisor.
Such  information  or  services  will be in  addition  to and not in lieu of the
services  required  to be  performed  by the  advisor,  and the  expenses of the
advisor  will not  necessarily  be  reduced  as a result of the  receipt of such
supplemental information.

INFORMATION ABOUT FUND SHARES

   
    Shares of each fund have equal voting rights,  although each of the 13 funds
named on the front of this  Statement of Additional  Information  is a series of
shares  issued by the  corporation.  In  addition,  each series (or fund) may be
divided into separate  classes.  See "Multiple  Class  Structure"  that follows.
Additional funds and classes may be added without a shareholder vote.

    Each fund votes  separately  on  matters  affecting  that fund  exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., all funds') outstanding shares may be able to elect a Board
of Directors.  The corporation instituted  dollar-based voting, meaning that the
number of votes you are  entitled  to is based  upon the  dollar  amount of your
investment.  The election of directors is determined by the votes  received from
all the corporation  shareholders without regard to whether a majority of shares
of any one fund  voted in favor of a  particular  nominee or all  nominees  as a
group.
    

    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.

    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.

   
    Each shareholder has rights to dividends and  distributions  declared by the
fund he or she owns and to the net assets of such fund upon its  liquidation  or
dissolution proportionate to his or her share ownership interest in the fund.
    

MULTIPLE CLASS STRUCTURE

    The  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 advisor as Investor Class  shareholders.  As a
result,  the advisor is able to charge  these  classes a lower total  management
fee. In addition to the  management  fee,  however the Advisor  Class shares are
subject  to a Master  Distribution  and  Shareholder  Services  Plan  (described
beginning  on page  29).  The plan  has  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.
    


28                                                AMERICAN CENTURY INVESTMENTS


RULE 12B-1

   
    Rule 12b-1 permits an investment company to pay expenses associated with the
distribution  of its shares in accordance  with a plan adopted by 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' Advisor Class
have approved and entered into a Master  Distribution  and Shareholder  Services
Plan, with respect to the Advisor Class (the Plan). The Plan is described below

    In  adopting  the Plan,  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 Plan would benefit
the funds and the  shareholders of the affected  class.  Pursuant to Rule 12b-1,
information with respect to revenues and expenses under the Plan is presented to
the Board of Directors  quarterly for its  consideration  in connection with its
deliberations as to the continuance of the Plan. Continuance of the Plan must be
approved by the Board of  Directors  (including  a majority  of the  independent
directors) annually. The Plan may be amended by a vote of the Board of Directors
(including a majority of the  independent  directors),  except that the Plan may
not be amended to  materially  increase the amount to be spent for  distribution
without  majority  approval of the  shareholders of the affected class. The Plan
terminates  automatically  in the event of an  assignment  and may be terminated
upon a vote of a majority of the independent  directors or by vote of a majority
of the outstanding voting securities of the affected class.

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

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 funds'  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.

   
    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'
advisor 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.  Pursuant to the 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  below)  and  0.25% of  which is paid for  distribution
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 funds'
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)
    


STATEMENT OF ADDITIONAL INFORMATION                                          29


   
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; and (j) providing other similar  administrative and sub-transfer  agency
services. Shareholder Services do not include those activities and expenses that
are primarily intended to result in the sale of additional shares of the funds.

    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,  on-going  commissions  and other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (b)  compensation to registered  representatives  or other
employees of  distributor  who engage in or support  distribution  of the funds'
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of,   distributor;   (d)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (f)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (g) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (h) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (i)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (j) the  providing of other  reasonable  assistance in
connection  with  the  distribution  of  fund  shares;  (k) the  organizing  and
conducting  of sales  seminars  and  payments in the form of  transactional  and
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 advisor 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.
    

BUYING AND SELLING FUND SHARES

    Information about buying, selling and exchanging fund shares is contained in
the  American  Century  Investor  Services  Guide.  The  guide is  available  to
investors without charge and may be obtained by calling us.

VALUATION OF A FUND'S SECURITIES

   
    Each fund's net asset value per share (NAV) is calculated as of the close of
business  of the New York  Stock  Exchange  (the  Exchange),  usually  at 4 p.m.
Eastern  time each day the  Exchange  is open for  business.  The  Exchange  has
designated  the  following  holiday  closings for 1999:  New Year's Day,  Martin
Luther King Jr. Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence
Day, Labor Day,  Thanksgiving  Day and Christmas Day.  Although the funds expect
the same holiday schedule to be observed in the future,  the Exchange may modify
its holiday schedule at any time.
    

    The  advisor  typically  completes  its  trading  on  behalf of each fund in
various  markets  before the  Exchange  closes for the day.  Each  fund's NAV is
calculated  by adding the value of all  portfolio  securities  and other assets,
deducting   liabilities  and  dividing  the  result  by  the  number  of  shares
outstanding.  Expenses and interest  earned on portfolio  securities are accrued
daily.

    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


30                                                  AMERICAN CENTURY INVESTMENTS


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.

    Because there are hundreds of thousands of municipal issues outstanding, and
the majority of them do not trade daily, the prices provided by pricing services
for these types of securities are generally  determined without regard to bid or
last sale prices.  In valuing  securities,  the pricing services  generally take
into  account  institutional  trading  activity,  trading in  similar  groups of
securities,  and any developments  related to specific  securities.  The methods
used by the pricing  service and the valuations so  established  are reviewed by
the advisor under the general supervision of the Board of Directors. There are a
number of pricing services  available,  and the advisor, on the basis of ongoing
evaluation of these services,  may use other pricing services or discontinue the
use of any pricing service in whole or in part.

    Securities  maturing  within 60 days of the valuation  date may be valued at
cost,  plus or minus any  amortized  discount  or premium,  unless the  trustees
determine  that this would not  result in fair  valuation  of a given  security.
Other assets and securities for which  quotations are not readily  available are
valued in good faith at their fair value using methods  approved by the Board of
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 translated to dollars at the prevailing  foreign
exchange rate.
    

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was established,  but before the net
asset value per share was determined,  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

TAXES

FEDERAL INCOME TAX

    Each fund intends to qualify  annually as a "regulated  investment  company"
under  Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
By so qualifying,  a fund will be exempt from federal income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and net
realized capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated  investment  company,  it  will be  liable  for  taxes,  significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat  distributions  of the funds in the manner  they were  realized  by the
funds.

   
    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 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  distributions  of
long-term capital gain to you with respect to such shares.
    


STATEMENT OF ADDITIONAL INFORMATION                                           31


    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 to 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  that 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 also may 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.

    If you have not complied  with certain  provisions  of the Internal  Revenue
Code and Regulations,  either American Century or your financial intermediary is
required  by  federal  law to  withhold  and remit to the IRS 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. 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.
    

STATE AND LOCAL TAXES

    Distributions also may be subject to state and local taxes, even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations  which,  if you received 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.


HOW FUND PERFORMANCE INFORMATION IS CALCULATED


    The funds may quote  performance in various ways.  Fund  performance  may be
shown by presenting one or more performance  measurements,  including cumulative
total return, average annual total return or yield.

    All performance  information advertised by the funds is historical in nature
and is not intended to


32                                                AMERICAN CENTURY INVESTMENTS


represent or guarantee  future  results.  The value of fund shares when redeemed
may be more or less than their original cost.

EQUITY FUNDS

    Total returns quoted in advertising and sales literature reflect all aspects
of a fund's return,  including the effect of  reinvesting  dividends and capital
gain distributions (if any) and any change in the fund's NAV during the period.

    Average  annual total returns are  calculated by  determining  the growth or
decline in value of a  hypothetical  historical  investment  in a fund  during a
stated period and then calculating the annually compounded  percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant  throughout the period. For example, a cumulative total return
of 100% over 10 years would produce an average annual return of 7.18%,  which is
the steady annual rate that would equal 100% growth on a compounded  basis in 10
years.  While average  annual total returns are a convenient  means of comparing
investment alternatives, investors should realize that the funds' performance is
not constant over time, but changes from  year-to-year,  and that average annual
total  returns  represent  averaged  figures as  opposed to actual  year-to-year
performance.

    The  tables on page 34 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, 1998, the last day of
the funds' fiscal year.

    In addition to average annual total returns,  each fund may quote unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period,  including  periods other than one, five and 10
years.  Average annual and cumulative total returns may be quoted as percentages
or as dollar amounts and may be calculated for a single investment,  a series of
investments,  or a series of redemptions over any time period. Total returns may
be broken down into their  components of income and capital  (including  capital
gains and  changes  in share  price) to  illustrate  the  relationship  of these
factors and their contributions to total return.

   
    As a  new  fund,  performance  information  for  Tax-Managed  Value  is  not
available as of the date of this Statement of Additional Information.
    


STATEMENT OF ADDITIONAL INFORMATION                                         33

   
AVERAGE ANNUAL TOTAL RETURNS - INVESTOR CLASS
- --------------------------------------------------------------------------------
Fund                    1 year     5 years     10 years      From Inception
- --------------------------------------------------------------------------------
Growth(1)              18.53%      15.52%      16.96%        18.50%
Ultra(2)               17.61%      15.93%      22.33%        17.83%
Select(3)              22.96%      14.94%      15.21%        17.20%
Vista(4)              -31.94%       1.86%      10.07%         9.16%
Heritage(5)           -15.87%       7.57%      12.25%        13.45%
Balanced(6)            10.46%      11.05%      12.58%        12.44%
Giftrust(7)           -31.55%       3.79%      16.12%        15.36%
New Opportunities(8)  -10.17%         N/A         N/A        -2.52%
- --------------------------------------------------------------------------------

(1) Commenced  operations on June 30, 1971. Although the fund's actual inception
    date  was  October  31,  1958,  this  inception  date  corresponds  with the
    management company's implementation of its current investment philosophy and
    practices.

(2) Commenced operations on November 2, 1981.

(3) Commenced  operations on June 30, 1971. Although the fund's actual inception
    date  was  October  31,  1958,  this  inception  date  corresponds  with the
    management company's  implementation of its current investment philsophy and
    practices.

(4) Commenced operations on November 25, 1983.

(5) Commenced operations on November 10, 1987.

(6) Commenced operations on October 20, 1988.

(7) Commenced operations on November 25, 1983.

(8) Commenced operations on December 26, 1996.

AVERAGE ANNUAL TOTAL RETURNS - ADVISOR CLASS
- --------------------------------------------------------------------------------
Fund                               1 year                 From
Inception
- --------------------------------------------------------------------------------
Growth(1)                          18.23%                 23.88%
Ultra(2)                           17.36%                 17.67%
Select(3)                          22.67%                 15.63%
Vista(4)                          -32.08%                -19.83%
Heritage(5)                       -16.03%                 -9.63%
Balanced(6)                        10.15%                 13.06%
- --------------------------------------------------------------------------------

(1) Commenced operations on June 4, 1997.

(2) Commenced operations on October 2, 1996.

(3) Commenced operations on August 8, 1997.

(4) Commenced operations on October 2, 1996.

(5) Commenced operations on July 11, 1997.

(6) Commenced operations on January 6, 1997.

AVERAGE ANNUAL TOTAL RETURNS - INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------
Fund                               1 year                  From
Inception
- --------------------------------------------------------------------------------
Growth(1)                          18.77%                  20.11%
Ultra(2)                           17.85%                  16.93%
Select(3)                          23.22%                  26.37%
Vista(4)                          -31.72%                 -17.63%
Heritage(5)                       -15.67%                  -5.74%
- --------------------------------------------------------------------------------

(1) Commenced operations on June 16, 1997.

(2) Commenced operations on November 14, 1996.

(3) Commenced operations on March 13, 1997.

(4) Commenced operations on November 14, 1996.

(5) Commenced operations on June 16, 1997.

    
34                                                AMERICAN CENTURY INVESTMENTS


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 and  Balanced for the 30-day  period ended  October 31,
1998, the last day of the fiscal year pursuant to computation methods prescribed
by the SEC.

   
Fund                               Investor Class             Advisor Class
- --------------------------------------------------------------------------------
Limited-Term Bond                  4.59                       4.34
Intermediate-Term Bond             4.95                       4.70
Bond                               5.24                       4.99
Balanced                           2.08                       1.84
High-Yield                        10.36                       N/A
- --------------------------------------------------------------------------------
    

    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, 1998.

                           Cumulative
                           Total Return         Average
                           Since                Annual            Date of
Fund                       Inception            Total Return      Inception
- --------------------------------------------------------------------------------
Limited-Term Bond           30.03              5.79               3/1/94
Intermediate-TermBond       35.63              6.75               3/1/94
Bond                       137.31              7.69               3/2/87
Balanced                   224.17             12.44               10/20/88
High-Yield                  -4.44             -4.10               9/30/97
- --------------------------------------------------------------------------------
    

ADDITIONAL PERFORMANCE COMPARISONS

    The funds'  performance may be compared with the performance of other mutual
funds  tracked by mutual  fund rating  services or with other  indices of market
performance.  This may include  comparisons with funds that, unlike the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic  data that may be used for such  comparisons  may include,  but are not
limited to, U.S. Treasury bill, note and bond yields,  money market fund yields,
U.S.  government debt and percentage held by foreigners,  the U.S. money supply,
net  free  reserves,  and  yields  on  current-coupon  GNMAs  (source:  Board of
Governors of the Federal Reserve  System);  the federal funds and discount rates
(source:  Federal  Reserve  Bank of New York);  yield  curves for U.S.  Treasury
securities and AA/AAA-rated  corporate  securities (source:  Bloomberg Financial
Markets);  yield curves for AAA-rated  tax-free  municipal  securities  (source:
Telerate);  yield curves for foreign government  securities (sources:  Bloomberg
Financial  Markets and Data  Resources,  Inc.);  total  returns on foreign bonds
(source:  J.P.  Morgan  Securities  Inc.);  various U.S. and foreign  government
reports;  the junk bond market (source:  Data Resources,  Inc.); the CRB Futures
Index  (source:  Commodity  Index Report);  the price of gold  (sources:  London
a.m./p.m.  fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper,  Inc. or Morningstar,  Inc.; mutual fund
rankings published in major, nationally distributed  periodicals;  data provided
by the Investment Company Institute; Ibbotson Associates,  Stocks, Bonds, Bills,
and  Inflation;  major  indices of stock  market  performance;  and  indices and
historical data supplied by major  securities  brokerage or investment  advisory
firms.  The funds  also may  utilize  reprints  from  newspapers  and  magazines
furnished by third parties to illustrate  historical  performance  or to provide
general information about the funds.

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) descrip-


STATEMENT OF ADDITIONAL INFORMATION                                          35


tions 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
also may 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 advisor
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.

FINANCIAL STATEMENTS

   
    The  financial  statements of the funds (other than  Tax-Managed  Value) are
included in the Annual Reports to shareholders for the fiscal year ended October
31,  1998.  Each Annual  Report is  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 back  cover of this  Statement  of
Additional Information.
    


36                                                 AMERICAN CENTURY INVESTMENTS


EXPLANATION OF FIXED-INCOME SECURITIES RATINGS

   
    As  described  in the  Prospectuses,  the funds may  invest in  fixed-income
securities.  Those investments,  however,  are subject to certain credit quality
restrictions,  as noted in the  Prospectuses.  The following is a summary of the
rating categories referenced in the prospectus disclosure.
    

BOND RATINGS

S&P   Moody's   Description
- --------------------------------------------------------------------------------

AAA   Aaa       These are the highest ratings assigned by S&P and Moody's to
                a debt obligation and indicates an extremely  strong capacity to
                pay interest and repay principal.
- --------------------------------------------------------------------------------
AA    Aa        Debt  rated in this  category  is  considered  to have a very
                strong  capacity to pay interest and repay principal and differs
                from AAA/Aaa issues only in a small degree.
- --------------------------------------------------------------------------------
A     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   Baa       Debt rated BBB/Baa 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    Ba        Debt rated BB/Ba has less near-term vulnerability to default
                than other speculative issues. However, it faces major
                ongoing uncertainties or exposure to adverse business,
                financial or economic conditions that could lead to
                inadequate capacity to meet timely interest and principal
                payments. The BB rating category also is used for debt
                subordinated to senior debt that is assigned an actual
                or implied BBB- rating.
- --------------------------------------------------------------------------------
B     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/Ba or BB-/Ba3 rating.
- --------------------------------------------------------------------------------
CCC   Caa       Debt rated CCC/Caa has a currently identifiable vulnerability
                to default and is dependent upon favorable business,
                financial and economic conditions to meet timely payment of
                interest and repayment of principal. In the event of adverse
                business, financial or economic conditions, it is not likely
                to have the capacity to pay interest and repay principal.
                The CCC/Caa rating category is also used for debt
                subordinated  to  senior  debt  that is  assigned  an  actual or
                implied B or B-/B3 rating.
- --------------------------------------------------------------------------------
CC    Ca        The rating CC/Ca typically is applied to debt subordinated
                to senior debt that is assigned an actual or implied
                CCC/Caa rating.
- --------------------------------------------------------------------------------
C     C         The rating C typically is applied to debt subordinated to
                senior debt, which is assigned an actual or implied CCC-/Caa3
                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     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.


STATEMENT OF ADDITIONAL INFORMATION                                      37


    To provide  more  detailed  indications  of credit  quality,  the Standard &
Poor's ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within these major rating categories.  Similarly,
Moody's adds numerical  modifiers (1,2,3) to designate  relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.


COMMERCIAL PAPER RATINGS

S&P      Moody's         Description
- --------------------------------------------------------------------------------
A-1      Prime-1         This indicates that the degree of safety regarding
         (P-1)           timely payment is strong. Standard & Poor's
                         rates  those  issues  determined  to possess  extremely
                         strong safety characteristics as A-1+.
- --------------------------------------------------------------------------------
A-2      Prime-2         Capacity for timely payment on commercial paper is
         (P-2)           satisfactory, but the relative degree of
                         safety  is not as high as for  issues  designated  A-1.
                         Earnings trends and coverage ratios,  while sound, will
                         be   more   subject   to   variation.    Capitalization
                         characteristics,  while still appropriated, may be more
                         affected  by  external   conditions.   Ample  alternate
                         liquidity is maintained.
- --------------------------------------------------------------------------------
A-3      Prime-3         Satisfactory capacity for timely repayment. Issues
         (P-3)           That carry this rating are somewhat more  vulnerable
                         to the adverse changes in circumstances than
                         obligations carrying the higher designations.
- --------------------------------------------------------------------------------

NOTE RATINGS

S&P      Moody's         Description
- --------------------------------------------------------------------------------
SP-1     MIG-1; VMIG-1   Notes are of the highest quality enjoying strong
                         protection from established cash flows of funds
                         for their servicing or from established and
                         broad-based access to the market for refinancing,
                         or both.
- --------------------------------------------------------------------------------
SP-2     MIG-2; VMIG-2   Notes are of high quality, with margins of
                         protection ample, although not so large as in the
                         preceding group.
- --------------------------------------------------------------------------------
SP-3     MIG-3; VMIG-3   Notes are of favorable quality, with all security
                         elements accounted for, but lacking the undeniable
                         strength of the preceding grades. Market access
                         for refinancing, in particular, is likely to be
                         less well established.
- --------------------------------------------------------------------------------
SP-4     MIG-4; VMIG-4   Notes are of adequate quality, carrying specific
                         risk but having protection and not distinctly or
                         predominantly speculative.
- --------------------------------------------------------------------------------


38                                               AMERICAN CENTURY INVESTMENTS


       MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

     These contain more information about the funds'  investments and the market
conditions  and investment  strategies  that  significantly  affected the funds'
performance  during the most recent  fiscal  period.  The annual and  semiannual
reports are  incorporated  by reference into this SAI. This means that these are
legally part of this SAI.

You can receive a free copy of the annual and  semiannual  reports,  and ask any
questions  about the funds,  by  contacting  us at one of the addresses or phone
numbers listed below.

If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan

* a bank

* a broker-dealer

* an insurance company

* another financial intermediary

you can receive the annual and semiannual reports directly from them.

You also can get  information  about the funds from the  Security  and  Exchange
Commission (SEC).

* In person          SEC Public Reference Room Washington, D.C.
                     Call 1-800-SEC-0330 for location and hours.

* On the Internet    www.sec.gov

* By mail            SEC Public Reference Section  Washington, D.C. 20549-6009
                     (The SEC will charge a  fee for copying the  documents.)

Investment Company Act File No. 811-0816
- --------------------------------------------------------------------------------
[american century logo(reg.sm)]
American
Century

AMERICAN CENTURY INVESTMENTS
P.O. Box 419200
Kansas City, Missouri 64141-6200

INVESTOR RELATIONS
1-800-345-2021 or 816-531-5575

AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

FAX  816-340-7962

TELECOMMUNICATIONS DEVICE FOR THE DEAF
1-800-634-4113 or 816-444-3485

   
BUSINESS; NOT-FOR-PROFIT AND  
EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-353
    

SH-PRS-15127   9902
<PAGE>
PART C.   OTHER INFORMATION.

ITEM 23.  Exhibits  (all  exhibits  not filed  herewith  are being  incorporated
          herein by reference)                                                  
          

     (a)  (1)  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).

          (2)  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).

          (3)  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).

          (4)  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).

          (5)  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).

          (6)  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).

          (7)  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).

          (8)  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).

          (9)  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).

          (10) 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).

          (11) 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).

          (12) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated  July 28,  1997  (filed  electronically  as an  Exhibit  to
               Post-Effective  Amendment  No.  78 on Form N-1A on  February  26,
               1998).

          (13) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated November 28, 1997 is included herein.

          (14) Certificate of Correction to Articles  Supplementary  of American
               Century Mutual Funds,  Inc.,  dated December 18, 1997 is included
               herein.

          (15) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated  December 18, 1997 (filed  electronically  as an Exhibit to
               Post-Effective  Amendment  No.  78 on Form N-1A on  February  26,
               1998).

          (16) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated January 25, 1999 is included herein.

          (17) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated February 16, 1999 is included herein.

     (b)  (1)  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).

          (2)  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., File No.
               33-64872, on February 17, 1998).

     (c)  Registrant hereby incorporates by reference, as though set forth fully
          herein,  Article  Fifth,  Article  Seventh,  and  Article  Eighth,  of
          Registrants Articles of Incorporation,  appearing as Exhibit (a)(1) to
          Post-Effective  Amendment No. 73 on Form N-1A of the  Registrant,  and
          Article  Fifth of  Registrants  Articles of  Amendment,  appearing  as
          Exhibit (a)(4) to Post-Effective  Amendment No. 73 to the Registration
          Statement on February 29, 1996;  and Sections 3, 4, 5, 6, 7, 8, 9, 10,
          11, 22, 24,  25,  30,  31,  33, 39, 45 and 46 of  Registrants  By-Laws
          appearing as Exhibit (b)(1) to Post-Effective Amendment No. 73 on Form
          N-1A,  and Sections 25, 30 & 31 of  Registrants  By-Laws  appearing as
          Exhibit  (b)(2)  to  Post-Effective  Amendment  No. 9 on Form  N-1A of
          American Century Capital Portfolios, Inc., Commission No. 33-64872.

     (d)  (1)  Management  Agreement between American Century Mutual Funds, Inc.
               and American Century Investment Management,  Inc. dated August 1,
               1997  (filed  electronically  as  an  Exhibit  to  Post-Effective
               Amendment No. 78 on Form N-1A on February 26, 1998).

          (2)  Addendum to Management  Agreement between American Century Mutual
               Funds,  Inc. and American Century  Investment  Management,  Inc.,
               dated February 16, 1999 is included herein.

     (e)  (1)  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.
               28 on Form N-1A of  American  Century  Target  Maturities  Trust,
               File No. 2-94608, on January 30, 1998).

          (2)  Amendment No. 1 to the  Distribution  Agreement  between American
               Century Mutual Funds, Inc. and Funds Distributor, Inc. dated June
               1, 1998  (filed  electronically  as an Exhibit to  Post-Effective
               Amendment  No.  11 to  the  Registration  Statement  of  American
               Century Capital Portfolios,  Inc., File No. 33-64872, on June 26,
               1998).

          (3)  Amendment No. 2 to the  Distribution  Agreement  between American
               Century  Mutual Funds,  Inc. and Funds  Distributor,  Inc.  dated
               December  1,  1998  (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment No. 12 to the Registration Statement of
               American Century World Mutual Funds, Inc., File No. 33-39242,  on
               November 13, 1998).

          (4)  Amendment No. 3 to the  Distribution  Agreement  between American
               Century  Mutual Funds,  Inc. and Funds  Distributor,  Inc.  dated
               January  29,  1999  (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment No. 24 to the Registration Statement of
               American Century Variable Portfolios, Inc., File No. 33-14567, on
               January 15, 1999).

     (f)  Not Applicable.

     (g)  (1)  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,  File
               No. 2-99222, on February 7, 1997).

          (2)  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).

     (h)  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).

     (i)  Opinion and Consent of Counsel is included herein.

     (j)  (1)  Consent of Deloitte & Touche LLP is included herein.

          (2)  Power of Attorney dated February 19, 1999 is included herein.

     (k)  Not applicable.

     (l)  Not applicable.

     (m)  (1)  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.,  File No.  33-64872,  on February 17,
               1998).

          (2)  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).

          (3)  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 electronically as
               an Exhibit  to  Post-Effective  Amendment  No. 78 on Form N-1A on
               February 26, 1998).

          (4)  Amendment No. 3 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 30, 1998 (filed  electronically  as an
               Exhibit  to  Post-Effective  Amendment  No.  11 on  Form  N-1A of
               American Century Capital Portfolios,  Inc., File No. 33-64872, on
               June 26, 1998).

          (5)  Amendment No. 4 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 November 13, 1998 (filed electronically  as
               an Exhibit  to  Post-Effective  Amendment  No. 12 on Form N-1A of
               American Century World Mutual Funds, Inc., File No. 33-39242,  on
               November 13, 1998).

          (6)  Amendment No. 5 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 February 16, 1999 is included herein.

          (7)  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.,
               File No. 33-64872, on February 17, 1998).

     (n)  (1)  Financial Data Schedule for Growth Fund is included herein.

          (2)  Financial Data Schedule for Select Fund is included herein.

          (3)  Financial Data Schedule for Ultra Fund is included herein.

          (4)  Financial Data Schedule for Vista Fund is included herein.

          (5)  Financial Data Schedule for Giftrust is included herein.

          (6)  Financial Data Schedule for Bond Fund is included herein.

          (7)  Financial Data Schedule for Heritage Fund is included herein.

          (8)  Financial Data Schedule for Balanced Fund is included herein.

          (9)  Financial  Data Schedule for  Limited-Term  Bond Fund is included
               herein.

          (10) Financial  Data  Schedule  for  Intermediate-Term  Bond  Fund  is
               included herein.

          (l1) Financial  Data Schedule for New  Opportunities  Fund is included
               herein.

          (12) Financial Data Schedule For High-Yield Fund is included herein.

     (o)  (1)  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., File No. 33-64872, on February
               17, 1998).

          (2)  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).

          (3)  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
               electronically as an Exhibit to  Post-Effective  Amendment No. 78
               on Form N-1A on February 26, 1998).

          (4)  Amendment  No.  3 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 30,  1998 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 11
               on Form N-1A of American Century Capital  Portfolios,  Inc., File
               No. 33-64872, on June 26, 1998).

          (5)  Amendment  No.  4 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 November 13, 1998 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 12
               on Form N-1A of American  Century World Mutual Funds,  Inc., File
               No. 33-39242, on November 13, 1998).

          (6)  Amendment  No.  5 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 January 29, 1999 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 14
               on Form N-1A of American Century Capital  Portfolios,  Inc., File
               No. 33-64872, on December 29, 1998).

ITEM 24. Persons  Controlled  by or Under Common  Control with  Registrant. 

     Not Applicable.

ITEM 25. 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 26. Business and Other Connections of Investment Advisor.

     None.

ITEM 27. Principal Underwriters.

(a)  Funds Distributor,  Inc. (the "Distributor") acts as principal  underwriter
     for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick-Cendant Investment Trust
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

     The Distributor is registered  with the Securities and Exchange  Commission
as a  broker-dealer  and is a member of the National  Association  of Securities
Dealers.  The  Distributor  is located at 60 State Street,  Suite 1300,  Boston,
Massachusetts 02109. The Distributor is an indirect  wholly-owned  subsidiary of
Boston  Institutional  Group,  Inc., a holding company all of whose  outstanding
shares are owned by key employees.

(b) The following is a list of the executive officers, directors and partners of
the Distributor:

<TABLE>
<CAPTION>
Name and Principal Business Address*  Positions and Offices with          Positions and Offices with
                                      Underwriter                         Registrant

<S>                                  <C>                                 <C>
Marie E. Connolly                     Director, President and Chief       none
                                      Executive Officer

George A. Rio                         Executive Vice President            President, Principal Executive
                                                                          and Principal Financial Officer

Donald R. Roberson                    Executive Vice President            none

William S. Nichols                    Executive Vice President            none

Margaret W. Chambers                  Senior Vice President, General      None
                                      Counsel, Chief Compliance
                                      Officer, Secretary and Clerk

Michael S. Petrucelli                 Senior Vice President               None

Joseph F. Tower, III                  Director, Senior Vice President,    None
                                      Treasurer and Chief Financial
                                      Officer

Paula R. David                        Senior Vice President               None

Gary S. MacDonald                     Senior Vice President               None

Judith K. Benson                      Senior Vice President               None

William J. Nutt                       Chairman and Director               None
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

(c)  Not applicable.

ITEM 28. Location of Accounts and Records.

     All  accounts,  books and other  documents  required  to be  maintained  by
     Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in
     the possession of 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 29. Management Services

     Not Applicable.

ITEM 30. Undertakings.
    
     Not Applicable.
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the Registrant  certifies that it meets all the
requirements for  effectiveness of this  Post-Effective  Amendment No. 83 to its
Registration  Statement pursuant to Rule 485(b) promulgated under the Securities
Act of 1933, as amended,  and has duly caused this Post-Effective  Amendment No.
83 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, 1999.

                                       American Century Mutual Funds, Inc.
                                       (Registrant)

                                       By: /*/George A. Rio
                                       George A. Rio
                                       President and Principal Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 83 has been signed below by the following  persons
in the capacities and on the dates indicated.

Signature                   Title                              Date

*George A. Rio              President, Principal Executive     February 26, 1999
George A. Rio               and Principal Financial Officer

*Maryanne Roepke            Vice President and Treasurer       February 26, 1999
Maryanne Roepke

*James E. Stowers, Jr.      Chairman of the Board and          February 26, 1999
James E. Stowers, Jr.       Director                                            
                            
*James E. Stowers III       Director                           February 26, 1999
James E. Stowers III        

*Thomas A. Brown            Director                           February 26, 1999
Thomas A. Brown

*Robert W. Doering, M.D.    Director                           February 26, 1999
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D.      Director                           February 26, 1999
Andrea C. Hall, Ph.D.

*Donald H. Pratt            Director                           February 26, 1999
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                           February 26, 1999
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                           February 26, 1999
M. Jeannine Strandjord

*D. D. (Del) Hock           Director                           February 26, 1999
D. D. (Del) Hock

*By /s/Charles A. Etherington
    Charles A. Etherington
    Attorney-in-Fact

                                  EXHIBIT INDEX


EXHIBIT      DESCRIPTION OF DOCUMENT
NUMBER

EX-99.a1     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,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a2     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,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a3     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,  File No.  2-14213,  filed on February
             29, 1996, and incorporated herein by reference).

EX-99.a4     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,  File
             No. 2-14213, filed on February 29, 1996, and incorporated herein by
             reference).

EX-99.a5     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,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a6     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,  File
             No. 2-14213, filed on February 29, 1996, and incorporated herein by
             reference).

EX-99.a7     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,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a8     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,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a9     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,  File
             No.  2-14213,  filed on June 14, 1996, and  incorporated  herein by
             reference).

EX-99.a10    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,
             File No.  2-14213,  filed on February  28, 1997,  and  incorporated
             herein by reference).

EX-99.a11    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,
             File No.  2-14213,  filed on February  28, 1997,  and  incorporated
             herein by reference).

EX-99.a12    Articles Supplementary of American Century Mutual Funds, Inc. dated
             July 28, 1997 (filed as a part of  Post-Effective  Amendment No. 78
             to the Registration Statement on Form N-1A of the Registrant,  File
             No. 2-14213, filed on February 26, 1998, and incorporated herein by
             reference).

EX-99.a13    Articles Supplementary of American Century Mutual Funds, Inc. dated
             November 28, 1997.

EX-99.a14    Certificate  of  Correction to Articles  Supplementary  of American
             Century Mutual Funds, Inc. dated December 18, 1997.

EX-99.a15    Articles Supplementary of American Century Mutual Funds, Inc. dated
             December 18, 1997 (filed as a part of Post-Effective  Amendment No.
             78 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  (filed on February 26, 1998,  and  incorporated
             herein by reference).

EX-99.a16    Articles Supplementary of American Century Mutual Funds, Inc. dated
             January 25, 1999.

EX-99.a17    Articles Supplementary of American Century Mutual Funds, Inc. dated
             February 16, 1999.

EX-99.b1     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,  File No.  2-14213,  filed on February
             29, 1996, and incorporated herein by reference).

EX-99.b2     Amendment of Bylaws of American  Century Mutual Funds,  Inc. (filed
             as a part of  Post-Effective  Amendment  No. 9 to the  Registration
             Statement  on Form N-1A of  American  Century  Capital  Portfolios,
             Inc.,  File  No.   33-64872,   filed  on  February  17,  1998,  and
             incorporated herein by reference).

EX-99.d1     Management  Agreement  between American Century Mutual Funds,  Inc.
             and American Century  Investment  Management,  Inc. dated August 1,
             1997 (filed  as a part of  Post-Effective  Amendment  No. 78 to the
             Registration  Statement  on Form N-1A of the  Registrant,  File No.
             2-14213,  filed on February 26, 1998,  and  incorporated  herein by
             reference).

EX-99.d2     Addendum to Management  Agreement  between  American Century Mutual
             Funds, Inc. and American Century Investment Management,  Inc. dated
             February 16, 1999.

EX-99.e1     Distribution  Agreement between American Century Mutual Funds, Inc.
             and Funds  Distributor,  dated January 15, 1998 (filed as a part of
             Post-Effective  Amendment No. 30 to the  Registration  Statement on
             Form N-1A of American  Century Target  Maturities  Trust,  File No.
             2-94608,  filed on January 30,  1998,  and  incorporated  herein by
             reference).

EX-99.e2     Amendment  No. 1 to the  Distribution  Agreement  between  American
             Century Mutual Funds, Inc. and Funds  Distributor,  Inc. dated June
             1, 1998 (filed as a part of Post-Effective  Amendment No. 11 to the
             Registration  Statement  on Form N-1A of American  Century  Capital
             Portfolios,  Inc., File No.  33-64872,  filed on June 26, 1998, and
             incorporated herein by reference).

EX-99.e3     Amendment  No. 2 to the  Distribution  Agreement  between  American
             Century  Mutual  Funds,  Inc.  and Funds  Distributor,  Inc.  dated
             December 1, 1998 (filed as a part of  Post-Effective  Amendment No.
             12 to the  Registration  Statement on Form N-1A of American Century
             World Mutual Funds, Inc., File No. 33-39242,  filed on November 13,
             1998, and incorporated herein by reference).

EX-99.e4     Amendment  No. 3 to the  Distribution  Agreement  between  American
             Century  Mutual  Funds,  Inc.  and Funds  Distributor,  Inc.  dated
             January 29, 1999 (filed as a part of  Post-Effective  Amendment No.
             24 to the  Registration  Statement on Form N-1A of American Century
             Variable Portfolios,  Inc., File No. 33-14567, filed on January 15,
             1999, and incorporated herein by reference).

EX-99.g1     Global Custody  Agreement  between The Chase Manhattan Bank and the
             Twentieth Century and Benham funds,  dated August 9, 1996 (filed as
             a part  of  Post-Effective  Amendment  No.  31 to the  Registration
             Statement on Form N-1A of American Century Government Income Trust,
             File No.  2-99222,  filed on  February  7, 1997,  and  incorporated
             herein by reference).

EX-99.g2     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,  File No.  2-14213,  filed on February
             28, 1997, and incorporated herein by reference).

EX-99.h      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,  File No.
             2-14213,  filed on February 28, 1997,  and  incorporated  herein by
             reference).

EX-99.i      Opinion and Consent of Counsel.

EX-99.j1     Consent of Deloitte & Touche LLP.

EX-99.j2     Power of Attorney dated February 19, 1999.

EX-99.m1     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 to the  Registration  Statement on Form N-1A of American  Century
             Capital Portfolios,  Inc., File No. 33-64872, filed on February 17,
             1998, and incorporated herein by reference).

EX-99.m2     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,   File  No.  2-14213,  filed  on  July  17,  1997,  and
             incorporated herein by reference).

EX-99.m3     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  as a  part  of  Post-Effective
             Amendment No. 78 to the Registration  Statement on Form N-1A of the
             Registrant,  File No.  2-14213,  filed on February  26,  1998,  and
             incorporated herein by reference).

EX-99.m4     Amendment No. 3 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 30,  1998 (filed as a part of  Post-Effective  Amendment
             No.  11 to the  Registration  Statement  on Form  N-1A of  American
             Century Capital Portfolios,  Inc., File No. 33-64872, filed on June
             26, 1998, and incorporated herein by reference).

EX-99.m5     Amendment No. 4 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  November  13,  1998  (filed  as  a  part  of  Post-Effective
             Amendment  No.  12 to the  Registration  Statement  on Form N-1A of
             American Century World Mutual Funds, Inc., File No. 33-39242, filed
             on November 13, 1998, and incorporated herein by reference).

EX-99.m6     Amendment No. 5 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 February 16, 1999.

EX-99.m7     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  to  the  Registration
             Statement  on Form N-1A of  American  Century  Capital  Portfolios,
             Inc.,  File  No.   33-64872,   filed  on  February  17,  1998,  and
             incorporated herein by reference).

EX-99.o1     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 to the  Registration  Statement  on Form  N-1A of
             American Century Capital Portfolios, Inc., File No. 33-64872, filed
             on February 17, 1998, and incorporated herein by reference).

EX-99.o2     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,  File No.  2-14213,  filed on July 17,
             1997, and incorporated herein by reference).

EX-99.o3     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 as a part
             of Post-Effective Amendment No. 78 to the Registration Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             26, 1998, and incorporated herein by reference).

EX-99.o4     Amendment No. 3 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 30, 1998 (filed as a part of
             Post-Effective  Amendment No. 11 to the  Registration  Statement on
             Form N-1A of American  Century Capital  Portfolios,  Inc., File No.
             33-64872,  filed on June  26,  1998,  and  incorporated  herein  by
             reference).

EX-99.o5     Amendment No. 4 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 November 13, 1998 (filed as a part
             of Post-Effective Amendment No. 12 to the Registration Statement on
             Form N-1A of American  Century World Mutual Funds,  Inc.,  File No.
             33-39242,  filed on November 13, 1998, and  incorporated  herein by
             reference).

EX-99.o6     Amendment No. 5 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 January 29, 1999 (filed as a part of
             Post-Effective  Amendment No. 14 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No. 33-64872,  filed on December
             29, 1998, and incorporated herein by reference).

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-27.5.6    Financial Data Schedule for Bond Fund.

EX-27.1.7    Financial Data Schedule for Heritage Fund.

EX-27.7.8    Financial Data Schedule for Balanced Fund.

EX-27.5.9    Financial Data Schedule for Limited-Term Bond Fund.

EX-27.5.10   Financial Data Schedule for Intermediate-Term Bond Fund.

EX-27.1.11   Financial Data Schedule for New Opportunities Fund.  

EX-27.5.12   Financial Data Schedule for 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,   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 Board of Directors of the Corporation, at a meeting held on
March 26, 1997,  adopted an Agreement  and Plan of  Reorganization  (the "Plan")
with respect to:

          AMERICAN CENTURY - BENHAM SHORT-TERM GOVERNMENT FUND
          AMERICAN CENTURY - BENHAM INTERMEDIATE-TERM TAX-EXEMPT FUND 
          AMERICAN CENTURY - BENHAM LONG-TERM TAX-EXEMPT FUND 
          AMERICAN CENTURY - BENHAM LIMITED-TERM TAX-EXEMPT FUND 
          AMERICAN CENTURY - BENHAM INTERMEDIATE-TERM GOVERNMENT BOND,

each a duly  organized  and  validly  existing  Series of the  Corporation,  and
authorized the Corporation's  officers to take any actions in furtherance of the
Plan.

         The Plan provides for the  liquidation of each of:  

          AMERICAN CENTURY - BENHAM SHORT-TERM GOVERNMENT FUND 
          AMERICAN CENTURY - BENHAM INTERMEDIATE-TERM TAX-EXEMPT FUND 
          AMERICAN CENTURY - BENHAM LONG-TERM TAX-EXEMPT FUND 
          AMERICAN CENTURY - BENHAM LIMITED-TERM TAX-EXEMPT FUND
          AMERICAN CENTURY INTERMEDIATE-TERM GOVERNMENT BOND

promptly  after  its  assets  have  been  transferred  to other  Series of other
corporations.  Since such  transfer of assets  occurred on August 30, 1997,  the
above  referenced   Series  have  no  assets  and  no  shares  of  Common  Stock
outstanding.  As a result,  the Corporation  hereby  reallocates the One Billion
(1,000,000,000)  shares of the  Corporation's  Common Stock, with a par value of
One Cent ($0.01) per share,  which were  previously  classified and allocated to
the Series as follows:

<TABLE>
<CAPTION>
                                                                            Aggregate
Series                                                  No. of Shares       Par Value
- ------                                                  -------------       ---------
<S>                                                       <C>              <C>       
American Century - Benham Short-Term Government 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
</TABLE>

to unclassified and unallocated shares of Common Stock of the Corporation.

         THIRD:  (a) The total  number of shares of stock which the  Corporation
was  authorized  to issue prior to the aforesaid  action was Eleven  Billion One
Hundred Million (11,100,000,000) shares of capital stock with a par value of One
Cent  ($0.01) per share,  having an  aggregate  par value of One Hundred  Eleven
Million  Dollars  ($111,000,000)  and  allocated  among  eighteen (18) Series as
follows:
<TABLE>
<CAPTION>
                                                                                       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 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>

         (b) The  total  number of shares  of stock  which  the  Corporation  is
authorized  to issue,  following the aforesaid  actions,  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>
<CAPTION>
                                                                                                  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>

         FOURTH:  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  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
THIRD 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>
<CAPTION>
                                                                                                    Aggregate
Series Name                                             Class Name           No. of Shares          Par Value
- -----------                                             ----------           -------------          ---------
<S>                                                    <C>                 <C>                      <C>
American Century - Twentieth Century
     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                                           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                 50,000,000            500,000
                                                        Advisor                                       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


                                                                                                  Aggregate
Series Name                                             Class Name              No. of Shares      Par Value
- -----------                                             ----------              -------------      ---------
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>

         FIFTH:  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.

         SIXTH: 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.

         SEVENTH:  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.

         EIGHTH:  The  Board  of  Directors  of  the  Corporation  duly  adopted
resolutions  establishing the Series and allocating shares to the Series, as set
forth in  Article  THIRD,  and  dividing  the  Series  of  capital  stock of the
Corporation into Classes as set forth in Article FOURTH.

         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 November, 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:  November 28, 1997           /s/ William M. Lyons
                                    William M. Lyons, Executive Vice President

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

                            CERTIFICATE OF CORRECTION
                            TO ARTICLES SUPPLEMENTARY

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

         1. This  Certificate  of Correction  is filed to correct  typographical
errors in the Corporation's Articles Supplementary.

         2.  Said  Articles  Supplementary  were  filed  by the  Corporation  on
December 2, 1997.

         3. The Article requiring correction as previously filed is as follows:


         FOURTH:  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  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
THIRD 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>
<CAPTION>
                                                                                                    Aggregate
Series Name                                             Class Name             No. of Shares        Par Value
- -----------                                             ----------             -------------        ---------
<S>                                                    <C>                      <C>                 <C>
American Century - Twentieth Century
     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



                                                                                                  Aggregate Par
Series Name                                             Class Name             No. of Shares          Value
- -----------                                             ----------             -------------          -----
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                                           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                   50,000,000          500,000
                                                        Advisor                                       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


         4. The Class,  No. of Shares and  Aggregate  Par Value for three Series
listed in the above Article are hereby corrected to read as follows:

                                                                                                 Aggregate Par
Series Name                                             Class Name             No. of Shares         Value
- -----------                                             ----------             -------------         -----
American Century - Twentieth Century
     Select Fund                                        Service                  104,000,000       $1,040,000

American Century - Twentieth Century
     Heritage Fund                                      Service                  104,000,000        1,040,000

American Century Balanced Fund                          Service                   34,000,000          340,000
                                                        Advisor                   50,000,000          500,000
</TABLE>


         IN WITNESS WHEREOF, AMERICAN CENTURY MUTUAL FUNDS, INC. has caused this
Certificate  of  Correction  to the  Articles  Supplementary  to be  signed  and
acknowledged  in its  name  and on its  behalf  by its  Vice  President  and its
corporate seal to be hereunto affixed and attested to by its Assistant Secretary
on this 18th day of December, 1997.

                                            AMERICAN CENTURY MUTUAL
ATTEST:                                     FUNDS, INC.


/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  Certificate  of
Correction  to  the  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  Certificate of Correction 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

                       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 Board of Directors of the Corporation, at a meeting held on
February 21, 1998, adopted an Agreement and Plan of Reorganization  (the "Plan")
with respect to American  Century - Benham Cash Reserve  Fund, a duly  organized
and validly existing Series of the Corporation, and authorized the Corporation's
officers to take any actions in furtherance of the Plan.

The Plan provides for the liquidation of American  Century - Benham Cash Reserve
Fund  promptly  after its assets  have been  transferred  to  another  Series of
another corporation.  Since such transfer of assets occurred on August 29, 1998,
the  above  referenced  Series  has no assets  and no  shares  of  Common  Stock
outstanding.  As a result,  the Corporation  hereby reallocates the Four Billion
(4,000,000,000)  shares of the  Corporation's  Common Stock, with a par value of
One Cent ($0.01) per share, which was previously classified and allocated to the
Series,  to  unclassified  and  unallocated   shares  of  Common  Stock  of  the
Corporation.

         THIRD:  Pursuant  to the  authority  expressly  vested  in the Board of
Directors by Article FIFTH and Article SEVENTH of the Articles of  Incorporation
of the  Corporation,  the  Board  of  Directors  of  the  Corporation  has  duly
established  a  new  series  titled  American  Century  Tax-Managed  Value  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 the aggregate par value
of Two Million Dollars ($2,000,000) to the new Series.

         FOURTH:  (a) The total number of shares of stock which the  Corporation
was  authorized to issue prior to the aforesaid  actions was Eleven  Billion One
Hundred Million (11,100,000,000) shares of capital stock with a par value of One
Cent  ($0.01) per share,  having an  aggregate  par value of One Hundred  Eleven
Million  Dollars  ($111,000,000)  and  allocated  among  thirteen (13) Series as
follows:
<TABLE>
<CAPTION>
                                                                                                   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

         (b) The  total  number of shares  of stock  which  the  Corporation  is
authorized  to issue,  following the aforesaid  actions,  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:
                                                                                                 Aggregate
Series                                                                     No. of Shares          Par Value
- ------                                                                     -------------          ---------
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 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
American Century Tax-Managed Value 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.

         FIFTH: Pursuant to authority expressly vested in the Board of Directors
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 and THIRD 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>
<CAPTION>
                                                                                                    Aggregate
Series Name                                             Class Name           No. of Shares          Par Value
- -----------                                             ----------           -------------          ---------
<S>                                                    <C>                   <C>                    <C>
American Century - Twentieth Century
     Growth Fund                                        Investor               710,000,000         $7,100,000
                                                        Institutional           80,000,000            800,000
                                                        Service                          0                  0
                                                        Advisor                210,000,000          2,100,000
American Century - Twentieth Century
     Select Fund                                        Investor               354,000,000          3,540,000
                                                        Institutional           41,000,000            410,000
                                                        Service                          0                  0
                                                        Advisor                105,000,000          1,050,000
American Century - Twentieth Century
     Ultra Fund                                         Investor             1,062,500,000         10,625,000
                                                        Institutional          125,000,000          1,250,000
                                                        Service                          0                  0
                                                        Advisor                312,500,000          3,125,000
American Century - Twentieth Century
     Vista Fund                                         Investor               710,000,000          7,100,000
                                                        Institutional           80,000,000            800,000
                                                        Service                          0                  0
                                                        Advisor                210,000,000          2,100,000
American Century - Twentieth Century
     Heritage Fund                                      Investor               354,000,000          3,540,000
                                                        Institutional           41,000,000            410,000
                                                        Service                          0                  0
                                                        Advisor                105,000,000          1,050,000
American Century - Twentieth Century
     Giftrust                                           Investor               200,000,000          2,000,000

American Century Balanced Fund                          Investor               134,000,000          1,340,000
                                                        Institutional           16,000,000            160,000
                                                        Service                          0                  0
                                                        Advisor                 50,000,000            500,000

American Century - Benham Bond Fund                     Investor              150,000,000           1,500,000
                                                        Service                         0                   0
                                                        Advisor                50,000,000             500,000
American Century - Benham Limited-Term
     Bond Fund                                          Investor              150,000,000           1,500,000
                                                        Service                         0                   0
                                                        Advisor                50,000,000             500,000
American Century - Benham Intermediate-
     Term Bond Fund                                     Investor              150,000,000           1,500,000
                                                        Service                         0                   0
                                                        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

American Century Tax-Managed Value Fund                 Investor              134,000,000           1,340,000
                                                        Institutional          16,000,000             160,000
                                                        Advisor                50,000,000             500,000
</TABLE>

         SIXTH:  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.

         SEVENTH:  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.

         EIGHTH:  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.

         NINTH:   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 THIRD,  and dividing the Series of capital stock of
the Corporation into Classes as set forth in Article FIFTH.

         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 25th day of January, 1999.


                                            AMERICAN CENTURY MUTUAL FUNDS, INC.
ATTEST:


/s/ Charles A. Etherington                           By: /s/ David A. Tucker
Name:  Charles A. Etherington                        Name:  David C. Tucker
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:  January 25, 1999                        /s/ David C. Tucker
                                                David C. Tucker, Vice President

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

                             ARTICLES SUPPLEMENTARY

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

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

         SECOND:  Pursuant  to  authority  expressly  vested  in  the  Board  of
Directors of the  Corporation  by Section  2-605(a)(4)  of the Maryland  General
Corporation  Law, the Board of Directors of the Corporation has renamed the duly
established and allocated series of the Corporation's stock as follows:

<TABLE>
Prior Series Name                                                      New Series Name
- -----------------                                                      ---------------
<S>                                                                    <C>
American Century - Twentieth Century Growth Fund                       Growth Fund
American Century - Twentieth Century Select Fund                       Select Fund
American Century - Twentieth Century Ultra Fund                        Ultra Fund
American Century - Twentieth Century Vista Fund                        Vista Fund
American Century - Twentieth Century Heritage Fund                     Heritage Fund
American Century - Twentieth Century Giftrust                          Giftrust Fund
American Century Balanced Fund                                         Balanced Fund
American Century - Benham Bond Fund                                    Bond Fund
American Century - Benham Limited-Term Bond Fund                       Limited-Term Bond Fund
American Century - Benham Intermediate-Term Bond Fund                  Intermediate-Term Bond Fund
American Century - Twentieth Century New Opportunities Fund            New Opportunities Fund
American Century - Benham High-Yield Fund                              High-Yield Fund
American Century Tax-Managed Value Fund                                Tax-Managed Value Fund
</TABLE>

The name changes shall be effective on March 1, 1999.

         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 renaming the Series, 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 Vice President and its corporate  seal to be hereunto  affixed
and attested to by its Assistant Secretary on this 16th day of February, 1999.

                                            AMERICAN CENTURY MUTUAL
ATTEST:                                     FUNDS, INC.


By:   /s/Charles A. Etherington             By:   /s/David C. Tucker
Name:    Charles A. Etherington             Name:    David C. Tucker
Title:   Assistant Secretary                Title:   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:  February 16, 1999                     /s/David C. Tucker
                                                 David C. Tucker, Vice President

                        ADDENDUM TO MANAGEMENT AGREEMENT

         This  Addendum,   dated  as  of  February  16,  1999,  supplements  the
Management  Agreement  (the  "Agreement")  dated as of  August 1,  1997,  by and
between  American  Century  Mutual  Funds,  Inc.  ("ACMF") and American  Century
Investment Management, Inc. ("ACIM").

         IN  CONSIDERATION   of  the  mutual  promises  and  conditions   herein
contained,  the parties agree as follows (all capitalized  terms used herein and
not otherwise defined having the meaning given them in the Agreement):

         1. ACIM shall manage the following  series (the "New Series") of shares
to be issued by ACMF, and for such  management  shall receive the Applicable Fee
set forth below:

<TABLE>
<CAPTION>
                                                          Average                        Applicable
Name of Series               Name of Class                Net Assets                      Fee Rate
- --------------               -------------                ----------                      --------
<S>                         <C>                        <C>                                <C> 
Tax-Managed Value Fund       Investor Class            first $500 million                 1.10%
                                                       next $500 million                  1.00%
                                                       over $1 billion                    0.90%
                             Institutional Class       first $500 million                 0.90%
                                                       next $500 million                  0.80%
                                                       over $1 billion                    0.70%
                             Advisor Class             first $500 million                 0.85%
                                                       next $500 million                  0.75%
                                                       over $1 billion                    0.65%
</TABLE>

         2. ACIM shall  manage the New Series in  accordance  with the terms and
conditions   specified   in  the   Agreement   for   its   existing   management
responsibilities.

         IN WITNESS  WHEREOF,  the  parties  have  caused  this  Addendum to the
Agreement to be executed by their respective duly authorized  officers as of the
day and year first above written.

Attest:                                     AMERICAN CENTURY MUTUAL FUNDS, INC.



/s/ Charles A. Etherington                  /s/ David C. Tucker
Charles A. Etherington                      David C. Tucker
Assistant Secretary                         Vice President


Attest:                                     AMERICAN CENTURY INVESTMENT
                                              MANAGEMENT, INC.


/s/ Charles A. Etherington                  /s/ William M. Lyons
Charles A. Etherington                      Willliam M. Lyons
Assistant Secretary                         Executive Vice President

                             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 26, 1999


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. 83 to its Registration
Statement on Form N-1A, to be filed with the Securities and Exchange  Commission
on February  26, 1999,  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. 83.

                           Very truly yours,

                           /s/Charles A. Etherington
                           Charles A. Etherington

INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 83 to Registration  Statement No. 2-14213 of American  Century Mutual Funds,
Inc.  on Form N-1A of our  reports  dated  December  8, 1998,  appearing  in the
respective Annual Reports of the twelve funds comprising American Century Mutual
Funds,  Inc.,  for the year ended  October 31, 1998,  and to the reference to us
under the caption "Financial Highlights" in the Prospectuses,  which are part of
such Registration Statement.



/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Kansas City, Missouri
February 24, 1999

                                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 George A. Rio,
David C. Tucker, Charles A. Etherington,  David H. Reinmiller,  and Charles C.S.
Park, Janet A. Nash, and Brian L. Brogan, 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 19th day of February, 1999.

                                             AMERICAN CENTURY MUTUAL FUNDS, INC.


                                             By:/s/GEORGE A. RIO
                                                GEORGE A. RIO, President


                               SIGNATURE AND TITLE

/s/GEORGE A. RIO                                  /s/ROBERT W. DOERING, M.D.
GEORGE A. RIO                                     ROBERT W. DOERING, M.D.
President, Principal Executive                    Director
and Principal Financial Officer


/s/MARYANNE ROEPKE                                /s/ANDREA C. HALL, PH.D.
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/Paul Carrigan, Jr., Secretary              Director
       Paul Carrigan, Jr., Secretary

                     AMENDMENT NO. 5 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. 5 TO MASTER  DISTRIBUTION  AND SHAREHOLDER  SERVICES
PLAN is made as of the 16th day of  February,  1999,  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,
September 30, 1997, June 30, 1998 and November 13, 1998 (the "Plan"); and

         WHEREAS,  American Century Mutual Funds,  Inc., has added a series, the
American Century Tax-Managed Value 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,  Amendment No. 2,  Amendment  No. 3,  Amendment No. 4 and this
Amendment No. 5.

         4. In the event of a conflict  between the terms of this Amendment No.5
and the  Plan,  it is the  intention  of the  parties  that  the  terms  of this
Amendment No. 5 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. 5, the parties hereby confirm and ratify the Plan.

         5. This  Amendment  No. 5 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. 5
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/David C. Tucker
                      David C. Tucker
                      Vice President of each of the Issuers
<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE A

                      SERIES OFFERING ADVISOR CLASS SHARES

FUND                                                                                  DATE PLAN ADOPTED
- ----                                                                                  -----------------
<S>                                                                                  <C>
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>    Equity Income Fund                                                              September 3, 1996
>>    Value Fund                                                                      September 3, 1996
>>    Real Estate Fund                                                                June 13, 1997
>>    Small Cap Value Fund                                                            June 30, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>    Balanced Fund                                                                   September 3, 1996
>>    Growth Fund                                                                     September 3, 1996
>>    Heritage Fund                                                                   September 3, 1996
>>    Intermediate-Term Bond Fund                                                     September 3, 1996
>>    Limited-Term Bond Fund                                                          September 3, 1996
>>    Bond Fund                                                                       September 3, 1996
>>    Select Fund                                                                     September 3, 1996
>>    Ultra Fund                                                                      September 3, 1996
>>    Vista Fund                                                                      September 3, 1996
>>    High-Yield Fund                                                                 September 20, 1997
>>    Tax-Managed Value Fund                                                          February 26, 1999

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>    Strategic Allocation: Aggressive Fund                                           September 3, 1996
>>    Strategic Allocation: Conservative Fund                                         September 3, 1996
>>    Strategic Allocation: Moderate Fund                                             September 3, 1996

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>    International Growth Fund                                                       September 3, 1996
>>    International Discovery Fund                                                    September 3, 1996
>>    Emerging Markets Fund                                                           September 3, 1996
>>    Global Growth Fund                                                              December 1, 1998
</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> GROWTH FUND
<MULTIPLIER>                                                1000
       
<S>                       <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1998
<PERIOD-END>                            OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                   4,884,458
<INVESTMENTS-AT-VALUE>                                  6,138,571
<RECEIVABLES>                                              30,042
<ASSETS-OTHER>                                             17,785
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                          6,186,398
<PAYABLE-FOR-SECURITIES>                                   68,002
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                  15,203
<TOTAL-LIABILITIES>                                        83,205
<SENIOR-EQUITY>                                             2,177
<PAID-IN-CAPITAL-COMMON>                                3,691,569
<SHARES-COMMON-STOCK>                                     217,745
<SHARES-COMMON-PRIOR>                                     212,130
<ACCUMULATED-NII-CURRENT>                                  (2,892)
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                 1,145,850
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                1,266,489
<NET-ASSETS>                                            6,103,193
<DIVIDEND-INCOME>                                          43,899
<INTEREST-INCOME>                                          12,311
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                             57,467
<NET-INVESTMENT-INCOME>                                    (1,257)
<REALIZED-GAINS-CURRENT>                                1,170,010
<APPREC-INCREASE-CURRENT>                                (252,884)
<NET-CHANGE-FROM-OPS>                                     915,869
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                  764,080
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                    53,292
<NUMBER-OF-SHARES-REDEEMED>                                50,812
<SHARES-REINVESTED>                                        31,668
<NET-CHANGE-IN-ASSETS>                                    987,995
<ACCUMULATED-NII-PRIOR>                                     3,075
<ACCUMULATED-GAINS-PRIOR>                                 873,337
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                      57,395
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                            57,467
<AVERAGE-NET-ASSETS>                                    5,740,455
<PER-SHARE-NAV-BEGIN>                                       27.86 <F2>
<PER-SHARE-NII>                                              0.01 <F2>
<PER-SHARE-GAIN-APPREC>                                      4.35 <F2>
<PER-SHARE-DIVIDEND>                                         0.00  
<PER-SHARE-DISTRIBUTIONS>                                    4.17 <F2>
<RETURNS-OF-CAPITAL>                                         0.00
<PER-SHARE-NAV-END>                                         28.03 <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> SELECT FUND
<MULTIPLIER>                                                 1000
       
<S>                       <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1998
<PERIOD-END>                            OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                   4,605,949
<INVESTMENTS-AT-VALUE>                                  5,659,452
<RECEIVABLES>                                             107,056
<ASSETS-OTHER>                                             11,454
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                          5,777,962
<PAYABLE-FOR-SECURITIES>                                  174,837
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                  10,020
<TOTAL-LIABILITIES>                                       184,857
<SENIOR-EQUITY>                                             1,129
<PAID-IN-CAPITAL-COMMON>                                3,492,423
<SHARES-COMMON-STOCK>                                     112,892
<SHARES-COMMON-PRIOR>                                     115,272
<ACCUMULATED-NII-CURRENT>                                  13,643
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                 1,018,905
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                1,067,005
<NET-ASSETS>                                            5,593,105
<DIVIDEND-INCOME>                                          56,441
<INTEREST-INCOME>                                          11,019
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                             53,934
<NET-INVESTMENT-INCOME>                                    13,526
<REALIZED-GAINS-CURRENT>                                1,121,814
<APPREC-INCREASE-CURRENT>                                 (62,308)
<NET-CHANGE-FROM-OPS>                                   1,073,032
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                  19,559
<DISTRIBUTIONS-OF-GAINS>                                  785,248
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                    20,071
<NUMBER-OF-SHARES-REDEEMED>                                25,096
<SHARES-REINVESTED>                                        18,665
<NET-CHANGE-IN-ASSETS>                                    810,894
<ACCUMULATED-NII-PRIOR>                                     6,107
<ACCUMULATED-GAINS-PRIOR>                                 625,044
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                      53,875
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                            53,934
<AVERAGE-NET-ASSETS>                                    5,405,354
<PER-SHARE-NAV-BEGIN>                                       48.18 <F2>
<PER-SHARE-NII>                                              0.12 <F2>
<PER-SHARE-GAIN-APPREC>                                      9.37 <F2>
<PER-SHARE-DIVIDEND>                                         0.20 <F2>
<PER-SHARE-DISTRIBUTIONS>                                    7.93 <F2>
<RETURNS-OF-CAPITAL>                                         0.00
<PER-SHARE-NAV-END>                                         49.54 <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> 3
   <NAME> ULTRA FUND
<MULTIPLIER>                          1000
       
<S>                                           <C>
<PERIOD-TYPE>                               YEAR
<FISCAL-YEAR-END>                           OCT-31-1998
<PERIOD-END>                                OCT-31-1998                <F1>
<INVESTMENTS-AT-COST>                                      19,622,249  
<INVESTMENTS-AT-VALUE>                                     25,803,593
<RECEIVABLES>                                                  23,980
<ASSETS-OTHER>                                                 38,496
<OTHER-ITEMS-ASSETS>                                                0
<TOTAL-ASSETS>                                             25,866,069
<PAYABLE-FOR-SECURITIES>                                      287,552
<SENIOR-LONG-TERM-DEBT>                                        47,268
<OTHER-ITEMS-LIABILITIES>                                           0
<TOTAL-LIABILITIES>                                           334,820
<SENIOR-EQUITY>                                                 8,221
<PAID-IN-CAPITAL-COMMON>                                   16,884,448
<SHARES-COMMON-STOCK>                                         822,050
<SHARES-COMMON-PRIOR>                                         811,128
<ACCUMULATED-NII-CURRENT>                                           0
<OVERDISTRIBUTION-NII>                                              0
<ACCUMULATED-NET-GAINS>                                     2,459,251
<OVERDISTRIBUTION-GAINS>                                            0
<ACCUM-APPREC-OR-DEPREC>                                    6,179,329
<NET-ASSETS>                                               25,531,249
<DIVIDEND-INCOME>                                             203,387
<INTEREST-INCOME>                                              24,833
<OTHER-INCOME>                                                      0
<EXPENSES-NET>                                                      0
<NET-INVESTMENT-INCOME>                                       (19,332)
<REALIZED-GAINS-CURRENT>                                    2,504,658
<APPREC-INCREASE-CURRENT>                                   1,250,224
<NET-CHANGE-FROM-OPS>                                       3,735,550
<EQUALIZATION>                                                      0
<DISTRIBUTIONS-OF-INCOME>                                       8,655
<DISTRIBUTIONS-OF-GAINS>                                    4,600,579
<DISTRIBUTIONS-OTHER>                                               0  
<NUMBER-OF-SHARES-SOLD>                                       230,442
<NUMBER-OF-SHARES-REDEEMED>                                   228,415  
<SHARES-REINVESTED>                                           170,772
<NET-CHANGE-IN-ASSETS>                                      3,805,333  
<ACCUMULATED-NII-PRIOR>                                         5,152
<ACCUMULATED-GAINS-PRIOR>                                   2,512,915
<OVERDISTRIB-NII-PRIOR>                                             0  
<OVERDIST-NET-GAINS-PRIOR>                                          0
<GROSS-ADVISORY-FEES>                                         246,986
<INTEREST-EXPENSE>                                                  0
<GROSS-EXPENSE>                                               247,552
<AVERAGE-NET-ASSETS>                                       24,717,140
<PER-SHARE-NAV-BEGIN>                                           33.46 <F2>
<PER-SHARE-NII>                                                 (0.02) 
<PER-SHARE-GAIN-APPREC>                                          4.70 <F2>
<PER-SHARE-DIVIDEND>                                             0.01 <F2>
<PER-SHARE-DISTRIBUTIONS>                                        7.07 <F2>
<RETURNS-OF-CAPITAL>                                             0.00  
<PER-SHARE-NAV-END>                                             31.06 <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>  4
   <NAME> VISTA FUND
<MULTIPLIER>                                                     1000
       
<S>                                           <C>
<PERIOD-TYPE>                                YEAR
<FISCAL-YEAR-END>                            OCT-31-1998
<PERIOD-END>                                 OCT-31-1998
<INVESTMENTS-AT-COST>                                          877,417
<INVESTMENTS-AT-VALUE>                                         909,227
<RECEIVABLES>                                                   32,049
<ASSETS-OTHER>                                                   2,295
<OTHER-ITEMS-ASSETS>                                                 0
<TOTAL-ASSETS>                                                 943,571
<PAYABLE-FOR-SECURITIES>                                        41,346
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                        2,932
<TOTAL-LIABILITIES>                                             44,278
<SENIOR-EQUITY>                                                    970
<PAID-IN-CAPITAL-COMMON>                                       898,405
<SHARES-COMMON-STOCK>                                           96,974
<SHARES-COMMON-PRIOR>                                          111,989
<ACCUMULATED-NII-CURRENT>                                            0
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                        (31,893)
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                        31,811
<NET-ASSETS>                                                   899,293
<DIVIDEND-INCOME>                                                3,635
<INTEREST-INCOME>                                                4,389
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                                  13,931
<NET-INVESTMENT-INCOME>                                         (5,907)
<REALIZED-GAINS-CURRENT>                                       (27,871)
<APPREC-INCREASE-CURRENT>                                     (416,761)
<NET-CHANGE-FROM-OPS>                                         (450,539)
<EQUALIZATION>                                                       0
<DISTRIBUTIONS-OF-INCOME>                                            0
<DISTRIBUTIONS-OF-GAINS>                                        99,553  
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                         99,796
<NUMBER-OF-SHARES-REDEEMED>                                    138,051
<SHARES-REINVESTED>                                              8,020  
<NET-CHANGE-IN-ASSETS>                                        (948,929)
<ACCUMULATED-NII-PRIOR>                                         (3,567) 
<ACCUMULATED-GAINS-PRIOR>                                      192,261
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0  
<GROSS-ADVISORY-FEES>                                           13,890
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                                 13,931
<AVERAGE-NET-ASSETS>                                         1,391,040
<PER-SHARE-NAV-BEGIN>                                            14.53 <F2>
<PER-SHARE-NII>                                                  (0.05)<F2>
<PER-SHARE-GAIN-APPREC>                                          (4.41)<F2>
<PER-SHARE-DIVIDEND>                                              0.00
<PER-SHARE-DISTRIBUTIONS>                                         0.80 <F2>
<RETURNS-OF-CAPITAL>                                              0.00
<PER-SHARE-NAV-END>                                               9.27 <F2>
<EXPENSE-RATIO>                                                   1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                               0  
<AVG-DEBT-PER-SHARE>                                              0.00
<FN>                                          
<F1>SCHEDULE RELFECTS THE TOTAL FOR AL 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> 5
   <NAME> GIFTRUST FUND
<MULTIPLIER>                                                    1000
       
<S>                          <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                        735,471
<INVESTMENTS-AT-VALUE>                                       746,826
<RECEIVABLES>                                                 25,271
<ASSETS-OTHER>                                                   879
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                               772,976
<PAYABLE-FOR-SECURITIES>                                      13,749
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                      1,823
<TOTAL-LIABILITIES>                                           15,572
<SENIOR-EQUITY>                                                  450
<PAID-IN-CAPITAL-COMMON>                                     892,627
<SHARES-COMMON-STOCK>                                         44,961
<SHARES-COMMON-PRIOR>                                         43,539
<ACCUMULATED-NII-CURRENT>                                          0
<OVERDISTRIBUTION-NII>                                             0
<ACCUMULATED-NET-GAINS>                                     (148,701)
<OVERDISTRIBUTION-GAINS>                                           0
<ACCUM-APPREC-OR-DEPREC>                                      13,028
<NET-ASSETS>                                                 757,404
<DIVIDEND-INCOME>                                              1,641
<INTEREST-INCOME>                                              2,824
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                                 9,594
<NET-INVESTMENT-INCOME>                                       (5,129)
<REALIZED-GAINS-CURRENT>                                    (147,006)
<APPREC-INCREASE-CURRENT>                                   (188,500)
<NET-CHANGE-FROM-OPS>                                       (340,635)
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                          0
<DISTRIBUTIONS-OF-GAINS>                                      30,706
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                        4,100
<NUMBER-OF-SHARES-REDEEMED>                                      740
<SHARES-REINVESTED>                                            1,395
<NET-CHANGE-IN-ASSETS>                                      (266,236)
<ACCUMULATED-NII-PRIOR>                                       (2,572)
<ACCUMULATED-GAINS-PRIOR>                                      1,992  
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                          9,585
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                                9,594
<AVERAGE-NET-ASSETS>                                         958,477
<PER-SHARE-NAV-BEGIN>                                          25.46
<PER-SHARE-NII>                                                (0.12)
<PER-SHARE-GAIN-APPREC>                                        (7.74)
<PER-SHARE-DIVIDEND>                                            0.00
<PER-SHARE-DISTRIBUTIONS>                                       0.75
<RETURNS-OF-CAPITAL>                                            0.00
<PER-SHARE-NAV-END>                                            16.85
<EXPENSE-RATIO>                                                 1.00
<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> 8
   <NAME> BOND FUND
<MULTIPLIER>                                                  1000
       
<S>                       <C>
<PERIOD-TYPE>                            YEAR
<FISCAL-YEAR-END>                        OCT-31-1998
<PERIOD-END>                             OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                      140,466  
<INVESTMENTS-AT-VALUE>                                     145,221
<RECEIVABLES>                                                4,474
<ASSETS-OTHER>                                                  64
<OTHER-ITEMS-ASSETS>                                             0
<TOTAL-ASSETS>                                             149,759
<PAYABLE-FOR-SECURITIES>                                     1,490
<SENIOR-LONG-TERM-DEBT>                                          0
<OTHER-ITEMS-LIABILITIES>                                      620
<TOTAL-LIABILITIES>                                          2,110
<SENIOR-EQUITY>                                                151
<PAID-IN-CAPITAL-COMMON>                                   142,721
<SHARES-COMMON-STOCK>                                       15,113
<SHARES-COMMON-PRIOR>                                       13,842
<ACCUMULATED-NII-CURRENT>                                        0
<OVERDISTRIBUTION-NII>                                           0
<ACCUMULATED-NET-GAINS>                                         22
<OVERDISTRIBUTION-GAINS>                                         0
<ACCUM-APPREC-OR-DEPREC>                                     4,755
<NET-ASSETS>                                               147,649
<DIVIDEND-INCOME>                                                0
<INTEREST-INCOME>                                            9,177
<OTHER-INCOME>                                                   0
<EXPENSES-NET>                                               1,105
<NET-INVESTMENT-INCOME>                                          0
<REALIZED-GAINS-CURRENT>                                        47
<APPREC-INCREASE-CURRENT>                                      699
<NET-CHANGE-FROM-OPS>                                        8,818
<EQUALIZATION>                                                   0
<DISTRIBUTIONS-OF-INCOME>                                    8,072
<DISTRIBUTIONS-OF-GAINS>                                       369  
<DISTRIBUTIONS-OTHER>                                            0
<NUMBER-OF-SHARES-SOLD>                                      8,780
<NUMBER-OF-SHARES-REDEEMED>                                  7,532
<SHARES-REINVESTED>                                            807
<NET-CHANGE-IN-ASSETS>                                      20,606
<ACCUMULATED-NII-PRIOR>                                          0
<ACCUMULATED-GAINS-PRIOR>                                      (93) 
<OVERDISTRIB-NII-PRIOR>                                          0
<OVERDIST-NET-GAINS-PRIOR>                                       0
<GROSS-ADVISORY-FEES>                                        1,096
<INTEREST-EXPENSE>                                               0
<GROSS-EXPENSE>                                              1,105
<AVERAGE-NET-ASSETS>                                       137,489
<PER-SHARE-NAV-BEGIN>                                         9.73 <F2>
<PER-SHARE-NII>                                               0.57 <F2>
<PER-SHARE-GAIN-APPREC>                                       0.07 <F2>
<PER-SHARE-DIVIDEND>                                          0.57 <F2>
<PER-SHARE-DISTRIBUTIONS>                                     0.03 <F2>
<RETURNS-OF-CAPITAL>                                          0.00
<PER-SHARE-NAV-END>                                           9.77 <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> 11
   <NAME> HERITAGE FUND
<MULTIPLIER>                                                  1000
       
<S>                       <C>
<PERIOD-TYPE>                            YEAR
<FISCAL-YEAR-END>                        OCT-31-1998
<PERIOD-END>                             OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                      919,119
<INVESTMENTS-AT-VALUE>                                   1,001,260
<RECEIVABLES>                                               49,736
<ASSETS-OTHER>                                               4,682
<OTHER-ITEMS-ASSETS>                                             0
<TOTAL-ASSETS>                                           1,055,678
<PAYABLE-FOR-SECURITIES>                                    68,514
<SENIOR-LONG-TERM-DEBT>                                          0
<OTHER-ITEMS-LIABILITIES>                                    7,913
<TOTAL-LIABILITIES>                                         76,427
<SENIOR-EQUITY>                                                981
<PAID-IN-CAPITAL-COMMON>                                   903,789
<SHARES-COMMON-STOCK>                                       98,124
<SHARES-COMMON-PRIOR>                                      110,043
<ACCUMULATED-NII-CURRENT>                                    1,960
<OVERDISTRIBUTION-NII>                                           0
<ACCUMULATED-NET-GAINS>                                     (9,673)
<OVERDISTRIBUTION-GAINS>                                         0
<ACCUM-APPREC-OR-DEPREC>                                    82,194
<NET-ASSETS>                                               979,251
<DIVIDEND-INCOME>                                           11,683
<INTEREST-INCOME>                                            4,445
<OTHER-INCOME>                                                   0
<EXPENSES-NET>                                              12,506
<NET-INVESTMENT-INCOME>                                      3,622
<REALIZED-GAINS-CURRENT>                                   (10,571)
<APPREC-INCREASE-CURRENT>                                 (186,843)
<NET-CHANGE-FROM-OPS>                                     (193,792)
<EQUALIZATION>                                                   0
<DISTRIBUTIONS-OF-INCOME>                                    6,442
<DISTRIBUTIONS-OF-GAINS>                                   241,225
<DISTRIBUTIONS-OTHER>                                            0
<NUMBER-OF-SHARES-SOLD>                                     31,729
<NUMBER-OF-SHARES-REDEEMED>                                 44,431
<SHARES-REINVESTED>                                         21,908
<NET-CHANGE-IN-ASSETS>                                    (342,264)
<ACCUMULATED-NII-PRIOR>                                      1,055
<ACCUMULATED-GAINS-PRIOR>                                  118,557
<OVERDISTRIB-NII-PRIOR>                                          0
<OVERDIST-NET-GAINS-PRIOR>                                       0
<GROSS-ADVISORY-FEES>                                       12,490
<INTEREST-EXPENSE>                                               0
<GROSS-EXPENSE>                                             12,506
<AVERAGE-NET-ASSETS>                                     1,249,191
<PER-SHARE-NAV-BEGIN>                                        14.86 <F2>
<PER-SHARE-NII>                                               0.03 <F2>
<PER-SHARE-GAIN-APPREC>                                       2.14 <F2>
<PER-SHARE-DIVIDEND>                                          0.07 <F2>
<PER-SHARE-DISTRIBUTIONS>                                     2.70 <F2>
<RETURNS-OF-CAPITAL>                                          0.00
<PER-SHARE-NAV-END>                                           9.98 <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> 12
   <NAME> BALANCED FUND
<MULTIPLIER>                                                   1000
       
<S>                            <C>
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         OCT-31-1998
<PERIOD-END>                              OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                       805,394
<INVESTMENTS-AT-VALUE>                                      938,287
<RECEIVABLES>                                                 7,007
<ASSETS-OTHER>                                                3,292
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                              948,586
<PAYABLE-FOR-SECURITIES>                                      1,738
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                     1,984
<TOTAL-LIABILITIES>                                           3,722
<SENIOR-EQUITY>                                              48,712
<PAID-IN-CAPITAL-COMMON>                                    660,437
<SHARES-COMMON-STOCK>                                        48,732
<SHARES-COMMON-PRIOR>                                        49,913
<ACCUMULATED-NII-CURRENT>                                     2,690
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                      96,773
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                    136,252
<NET-ASSETS>                                                944,864
<DIVIDEND-INCOME>                                             3,933
<INTEREST-INCOME>                                            26,326
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                                9,590
<NET-INVESTMENT-INCOME>                                      20,669
<REALIZED-GAINS-CURRENT>                                    101,331
<APPREC-INCREASE-CURRENT>                                   (26,549)
<NET-CHANGE-FROM-OPS>                                        96,451
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                    20,854
<DISTRIBUTIONS-OF-GAINS>                                     76,004
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                       9,611
<NUMBER-OF-SHARES-REDEEMED>                                  13,779
<SHARES-REINVESTED>                                           5,245
<NET-CHANGE-IN-ASSETS>                                       13,003
<ACCUMULATED-NII-PRIOR>                                       2,294
<ACCUMULATED-GAINS-PRIOR>                                         0
<OVERDISTRIB-NII-PRIOR>                                      86,391
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                         9,549
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                               9,590
<AVERAGE-NET-ASSETS>                                        956,481
<PER-SHARE-NAV-BEGIN>                                         19.55 <F2>
<PER-SHARE-NII>                                                0.42 <F2>
<PER-SHARE-GAIN-APPREC>                                        1.45 <F2>
<PER-SHARE-DIVIDEND>                                           0.43 <F2>
<PER-SHARE-DISTRIBUTIONS>                                      1.60 <F2>
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                           19.39 <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> 14
   <NAME> LIMITED-TERM BOND
<MULTIPLIER>                                                    1000
       
<S>                       <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                         19,197  
<INVESTMENTS-AT-VALUE>                                        19,440
<RECEIVABLES>                                                    315
<ASSETS-OTHER>                                                     2
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                                19,757
<PAYABLE-FOR-SECURITIES>                                           0
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                         73
<TOTAL-LIABILITIES>                                               73
<SENIOR-EQUITY>                                                   20
<PAID-IN-CAPITAL-COMMON>                                      19,329
<SHARES-COMMON-STOCK>                                          1,959
<SHARES-COMMON-PRIOR>                                          1,759
<ACCUMULATED-NII-CURRENT>                                          0
<OVERDISTRIBUTION-NII>                                             0
<ACCUMULATED-NET-GAINS>                                           92
<OVERDISTRIBUTION-GAINS>                                           0
<ACCUM-APPREC-OR-DEPREC>                                         243
<NET-ASSETS>                                                  19,684
<DIVIDEND-INCOME>                                                  0
<INTEREST-INCOME>                                              1,187
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                                   134
<NET-INVESTMENT-INCOME>                                        1,053
<REALIZED-GAINS-CURRENT>                                          92
<APPREC-INCREASE-CURRENT>                                        115
<NET-CHANGE-FROM-OPS>                                          1,260
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                      1,053  
<DISTRIBUTIONS-OF-GAINS>                                          28  
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                        1,870
<NUMBER-OF-SHARES-REDEEMED>                                    1,544
<SHARES-REINVESTED>                                              103
<NET-CHANGE-IN-ASSETS>                                         4,415
<ACCUMULATED-NII-PRIOR>                                            0
<ACCUMULATED-GAINS-PRIOR>                                         75  
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                            132
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                                  134
<AVERAGE-NET-ASSETS>                                          18,989
<PER-SHARE-NAV-BEGIN>                                           9.98 <F2>
<PER-SHARE-NII>                                                 0.55 <F2>
<PER-SHARE-GAIN-APPREC>                                         0.08 <F2>
<PER-SHARE-DIVIDEND>                                            0.55 <F2>
<PER-SHARE-DISTRIBUTIONS>                                       0.01 <F2>
<RETURNS-OF-CAPITAL>                                            0.00
<PER-SHARE-NAV-END>                                            10.05 <F2>
<EXPENSE-RATIO>                                                 0.70 <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> 15
   <NAME> INTERMEDIATE-TERM BOND
<MULTIPLIER>                                                 1000
       
<S>                       <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1998
<PERIOD-END>                            OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                      28,804  
<INVESTMENTS-AT-VALUE>                                     29,402
<RECEIVABLES>                                                 493
<ASSETS-OTHER>                                                375
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             30,270
<PAYABLE-FOR-SECURITIES>                                      248
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                      75
<TOTAL-LIABILITIES>                                           323
<SENIOR-EQUITY>                                                29
<PAID-IN-CAPITAL-COMMON>                                   29,127
<SHARES-COMMON-STOCK>                                       2,926
<SHARES-COMMON-PRIOR>                                       2,319
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                       193
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      598
<NET-ASSETS>                                               29,947
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                           1,552
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                187
<NET-INVESTMENT-INCOME>                                     1,365
<REALIZED-GAINS-CURRENT>                                      179
<APPREC-INCREASE-CURRENT>                                     206
<NET-CHANGE-FROM-OPS>                                       1,750
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                   1,365
<DISTRIBUTIONS-OF-GAINS>                                        0  
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     2,135
<NUMBER-OF-SHARES-REDEEMED>                                 1,330
<SHARES-REINVESTED>                                           122
<NET-CHANGE-IN-ASSETS>                                      9,804
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                     126  
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                         173
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               187
<AVERAGE-NET-ASSETS>                                       23,934
<PER-SHARE-NAV-BEGIN>                                       10.07 <F2>
<PER-SHARE-NII>                                              0.58 <F2>
<PER-SHARE-GAIN-APPREC>                                      0.17 <F2>
<PER-SHARE-DIVIDEND>                                         0.58 <F2>
<PER-SHARE-DISTRIBUTIONS>                                    0.00  
<RETURNS-OF-CAPITAL>                                         0.00  
<PER-SHARE-NAV-END>                                         10.24 <F2>
<EXPENSE-RATIO>                                              0.75 <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> 17
   <NAME> NEW OPPORTUNITIES
<MULTIPLIER>                                                  1000
                                          
<S>                          <C>
<PERIOD-TYPE>                            YEAR
<FISCAL-YEAR-END>                        OCT-31-1998
<PERIOD-END>                             OCT-31-1998
<INVESTMENTS-AT-COST>                                      197,430
<INVESTMENTS-AT-VALUE>                                     211,340
<RECEIVABLES>                                                6,482
<ASSETS-OTHER>                                                 370
<OTHER-ITEMS-ASSETS>                                             0
<TOTAL-ASSETS>                                             218,192
<PAYABLE-FOR-SECURITIES>                                     4,245
<SENIOR-LONG-TERM-DEBT>                                          0
<OTHER-ITEMS-LIABILITIES>                                      456
<TOTAL-LIABILITIES>                                          4,701
<SENIOR-EQUITY>                                                448
<PAID-IN-CAPITAL-COMMON>                                   212,378
<SHARES-COMMON-STOCK>                                       44,797
<SHARES-COMMON-PRIOR>                                       45,336
<ACCUMULATED-NII-CURRENT>                                        0
<OVERDISTRIBUTION-NII>                                           0
<ACCUMULATED-NET-GAINS>                                    (13,708)
<OVERDISTRIBUTION-GAINS>                                         0
<ACCUM-APPREC-OR-DEPREC>                                    14,373
<NET-ASSETS>                                               213,491
<DIVIDEND-INCOME>                                              249
<INTEREST-INCOME>                                              579
<OTHER-INCOME>                                                   0
<EXPENSES-NET>                                               3,608
<NET-INVESTMENT-INCOME>                                     (2,780)
<REALIZED-GAINS-CURRENT>                                    (9,957)
<APPREC-INCREASE-CURRENT>                                  (12,322)
<NET-CHANGE-FROM-OPS>                                      (25,059)
<EQUALIZATION>                                                   0
<DISTRIBUTIONS-OF-INCOME>                                        0
<DISTRIBUTIONS-OF-GAINS>                                         0
<DISTRIBUTIONS-OTHER>                                            0
<NUMBER-OF-SHARES-SOLD>                                      8,852
<NUMBER-OF-SHARES-REDEEMED>                                  7,584
<SHARES-REINVESTED>                                              0
<NET-CHANGE-IN-ASSETS>                                     (17,775)
<ACCUMULATED-NII-PRIOR>                                     (1,455)
<ACCUMULATED-GAINS-PRIOR>                                    3,026
<OVERDISTRIB-NII-PRIOR>                                          0  
<OVERDIST-NET-GAINS-PRIOR>                                       0
<GROSS-ADVISORY-FEES>                                        3,606
<INTEREST-EXPENSE>                                               0
<GROSS-EXPENSE>                                              3,608
<AVERAGE-NET-ASSETS>                                       240,392
<PER-SHARE-NAV-BEGIN>                                         5.31
<PER-SHARE-NII>                                              (0.06)
<PER-SHARE-GAIN-APPREC>                                      (0.48)
<PER-SHARE-DIVIDEND>                                          0.00
<PER-SHARE-DISTRIBUTIONS>                                     0.00
<RETURNS-OF-CAPITAL>                                          0.00
<PER-SHARE-NAV-END>                                           4.77
<EXPENSE-RATIO>                                               1.50
<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> 18
   <NAME> HIGH YIELD FUND
       
<S>                      <C>
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         OCT-31-1998
<PERIOD-END>                              OCT-31-1998               <F1>
<INVESTMENTS-AT-COST>                                    36,034,249
<INVESTMENTS-AT-VALUE>                                   31,243,399
<RECEIVABLES>                                             1,188,539
<ASSETS-OTHER>                                              380,312
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                           32,812,250
<PAYABLE-FOR-SECURITIES>                                    496,620
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                    86,697
<TOTAL-LIABILITIES>                                         583,317
<SENIOR-EQUITY>                                              36,923
<PAID-IN-CAPITAL-COMMON>                                 36,952,881
<SHARES-COMMON-STOCK>                                     3,692,330
<SHARES-COMMON-PRIOR>                                     2,878,065
<ACCUMULATED-NII-CURRENT>                                         0
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                      29,979
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                 (4,790,850)
<NET-ASSETS>                                             32,228,933
<DIVIDEND-INCOME>                                                 0
<INTEREST-INCOME>                                         2,536,595
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                              245,334
<NET-INVESTMENT-INCOME>                                   2,291,261
<REALIZED-GAINS-CURRENT>                                     29,979
<APPREC-INCREASE-CURRENT>                                (4,679,178)
<NET-CHANGE-FROM-OPS>                                    (2,357,938)
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                 2,291,261
<DISTRIBUTIONS-OF-GAINS>                                          0
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                   5,938,245
<NUMBER-OF-SHARES-REDEEMED>                               3,564,707
<SHARES-REINVESTED>                                         200,982
<NET-CHANGE-IN-ASSETS>                                   21,156,941
<ACCUMULATED-NII-PRIOR>                                           0
<ACCUMULATED-GAINS-PRIOR>                                   120,289
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                       245,103
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                             245,334
<AVERAGE-NET-ASSETS>                                     27,233,651
<PER-SHARE-NAV-BEGIN>                                          9.91
<PER-SHARE-NII>                                                0.83
<PER-SHARE-GAIN-APPREC>                                       (1.18)
<PER-SHARE-DIVIDEND>                                           0.83
<PER-SHARE-DISTRIBUTIONS>                                      0.00
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                            8.73
<EXPENSE-RATIO>                                                0.90
<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>


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