AMERICAN CENTURY MUTUAL FUNDS INC
497, 1999-08-16
Previous: TUCSON ELECTRIC POWER CO, 10-Q, 1999-08-16
Next: 250 WEST 57TH ST ASSOCIATES, DEFA14A, 1999-08-16



                       STATEMENT OF ADDITIONAL INFORMATION


                                  March 1, 1999



                      American Century Mutual Funds, Inc.



                         [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  some of the investments and techniques the
funds'  managers  may use.  A  percentage  is listed for those  investments  and
techniques  that have a limitation  on the amount of a fund's assets that can be
invested in that way.



<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>

__________________________________________________________________________________________________________________
EQUITY SECURITIES
__________________________________________________________________________________________________________________
Foreign Securities          X         X         40%          X            X            X         X        X
- ------------------------------------------------------------------------------------------------------------------
Convertible Securities      X         X          X                        X            X         X        X
- ------------------------------------------------------------------------------------------------------------------
Short Sales                 X         X          X                        X            X         X        X
- ------------------------------------------------------------------------------------------------------------------
Portfolio Lending        33 1/3%   33 1/3%    33 1/3%      33 1/3%     33 1/3%      33 1/3%   33 1/3%  33 1/3%
- ------------------------------------------------------------------------------------------------------------------
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%        10%         10%          10%          10%      10%       10%
- ------------------------------------------------------------------------------------------------------------------
Repurchase Agreement        X         X          X           X            X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
When-Issued and Forward
Commitment Agreements       X         X          X           X            X            X         X         X
- ------------------------------------------------------------------------------------------------------------------
Illiquid Securities        15%        15%        15%         15%          15%          15%      15%       15%
- ------------------------------------------------------------------------------------------------------------------
Restricted Securities       X         X          X           X            X            X         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           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


7                                            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 10% of its total  assets in other  mutual
funds,  including those advised by 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
1-800-345-3533


SH-SAI-17720   9908


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission