TWENTIETH CENTURY STRATEGIC PORTFOLIOS INC /MO/
497, 1996-12-23
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                                   PROSPECTUS

                                 [company logo]

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                                    AMERICAN
                                   CENTURY(SM)
                                     GROUP

                       Strategic Allocation: Conservative
                         Strategic Allocation: Moderate
                        Strategic Allocation: Aggressive

INVESTOR CLASS

                                 [front cover]



                          AMERICAN CENTURY INVESTMENTS
                                FAMILY OF FUNDS

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

AMERICAN CENTURY INVESTMENTS

BENHAM GROUP(R)

MONEY MARKET FUNDS
GOVERNMENT BOND FUNDS
DIVERSIFIED BOND FUNDS
MUNICIPAL BOND FUNDS


AMERICAN CENTURY GROUP

ASSET ALLOCATION &
BALANCED FUNDS
CONSERVATIVE EQUITY FUNDS
SPECIALTY FUNDS

Strategic Allocation: Conservative
Strategic Allocation: Moderate
Strategic Allocation: Aggressive


TWENTIETH CENTURY(R) GROUP

GROWTH FUNDS
INTERNATIONAL FUNDS

[inside front cover]


PROSPECTUS
SEPTEMBER 3, 1996
REVISED JANUARY 1, 1997

Strategic   Allocation:   Conservative  o  Strategic   Allocation:   Moderate  o
Strategic Allocation: Aggressive

INVESTOR CLASS

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

     American Century Strategic Asset  Allocations,  Inc., is a part of American
Century  Investments,  a family of funds that includes  nearly 70 no-load mutual
funds  covering a variety of investment  opportunities.  Three of the funds that
diversify their investments among stocks, bonds and money market instruments are
described on page 2 in this Prospectus.  Their investment  objectives are listed
on the inside front cover of this  Prospectus.  The other funds are described in
separate prospectuses.

     Through its Investor Class of shares,  American  Century offers investors a
full  line  of  no-load  funds,  investments  that  have  no  sales  charges  or
commissions.

     This Prospectus gives you information  about the funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated September 3, 1996, and filed with the Securities and Exchange
Commission. It is incorporated into this Prospectus by reference.
To obtain a copy without charge, call or write:

                          AMERICAN CENTURY INVESTMENTS
                       4500 Main Street o P.O. Box 419200
               Kansas City, Missouri 64141-6200 o 1-800-345-2021
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-753-1865
                       Internet: www.americancentury.com

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus                                                                     1


INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY STRATEGIC ALLOCATION: CONSERVATIVE

AMERICAN CENTURY STRATEGIC ALLOCATION: MODERATE

AMERICAN CENTURY STRATEGIC ALLOCATION: AGGRESSIVE

     The  investment  objective  of each fund is to  provide  as high a level of
total return  (capital  appreciation  plus  dividend and interest  income) as is
consistent  with its risk  profile.  Each fund seeks to achieve  its  investment
objective  by  diversifying  investments  among  three  asset  classes -- equity
securities,  bonds and cash equivalent instruments, the mix of which will depend
on the risk profile of the particular fund. The funds are designed for investors
with investment time horizons of at least five years who want to diversify their
investments  among  these  various  asset  classes  through a single  investment
vehicle. See "Investment Policies of the Funds," page 6.

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

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

2    Investment Objectives                          American Century Investments


TABLE OF CONTENTS

Transaction and Operating Expense Table ..............................4
Financial Highlights .................................................5

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds .....................................6
   Asset Allocation Funds ............................................6
   Investment Strategy and Asset Diversification .....................6
   Investment Approach and Practices .................................7
   General Portfolio Management ......................................8
Other Investment Practices, Their Characteristics and Risks ..........9
   Equity Securities .................................................9
   Foreign Securities ................................................9
   Mortgage-Related and Other Asset-Backed Securities ...............10
   Forward Currency Exchange Contracts and Options Thereon ..........11
   Portfolio Turnover ...............................................12
   Repurchase Agreements ............................................12
   Futures Contracts ................................................12
   Derivative Securities ............................................13
   When-Issued Securities ...........................................14
   Short Sales ......................................................14
   Rule 144A Securities .............................................14
Performance Advertising .............................................14

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

ADDITIONAL INFORMATION YOU SHOULD KNOW

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

Prospectus                                                Table of Contents    3

<TABLE>
<CAPTION>
TRANSACTION AND OPERATING EXPENSE TABLE

                                                             Strategic Allocation:    Strategic Allocation:    Strategic Allocation:
                                                                 Conservative               Moderate                Aggressive

SHAREHOLDER TRANSACTION EXPENSES:

<S>                                                                <C>                     <C>                      <C> 
Maximum Sales Load Imposed on Purchases .....................        none                   none                      none
Maximum Sales Load Imposed on Reinvested Dividends ..........        none                   none                      none
Deferred Sales Load .........................................        none                   none                      none
Redemption Fee(1) ...........................................        none                   none                      none
Exchange Fee ................................................        none                   none                      none

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

Management Fees .............................................    1.00%(2)               1.10%(3)                  1.20%(4)
12b-1 Fees ..................................................        none                   none                      none
Other Expenses(5) ...........................................       0.00%                  0.00%                     0.00%
Total Fund Operating Expenses ...............................       1.00%                  1.10%                     1.20%

EXAMPLE:

You would pay the following expenses on                   1 year      $10                    $11                       $12
a $1,000 investment, assuming a 5% annual                3 years       32                     35                        38
return and redemption at the end of each time period(6):
</TABLE>

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

(2)  The fund  pays an  annual  management  fee  equal to 1.00% of its  first $1
     billion of  average  net  assets  and .90% of  average  net assets  over $1
     billion.

(3)  The fund  pays an  annual  management  fee  equal to 1.10% of its  first $1
     billion of average  net  assets  and 1.00% of  average  net assets  over $1
     billion.

(4)  The fund  pays an  annual  management  fee  equal to 1.20% of its  first $1
     billion of average  net  assets  and 1.10% of  average  net assets  over $1
     billion.

(5)  Other  expenses,  which  include  the fees and  expenses  (including  legal
     counsel  fees) of  those  directors  who are not  "interested  persons"  as
     defined in the  Investment  Company Act,  are expected to be  approximately
     .00035 of 1% of average net assets for the fund's first fiscal year.

(6)  Assumes  that the average net assets of the funds  remain  constant at less
     than $1 billion.

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

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

     The shares offered by this Prospectus are Investor Class shares and have no
up-front or deferred sales charges,  commissions, or 12b-1 fees. The funds offer
two other classes of shares,  primarily to  institutional  investors,  that have
different  fee  structures  than the  Investor  Class,  resulting  in  different
performance for the other classes. For additional  information about the various
classes, see "Further Information About American Century," page 28.

4    Transaction and Operating Expense Table        American Century Investments


FINANCIAL HIGHLIGHTS

     The  Financial  Highlights  table  below  sets  forth  certain  information
concerning  the historic  investment  results of the funds.  The financial  data
included in the table,  which is unaudited,  has been derived from the financial
statements contained in the Statement of Additional Information.  The semiannual
report contains  additional  performance  information and will be made available
upon  request and  without  charge.  The  information  presented  is for a share
outstanding throughout the period.
<TABLE>
                                                                         Strategic         Strategic        Strategic
                                                                        Allocation:       Allocation:      Allocation:
                                                                      Conservative(1)     Moderate(1)     Aggressive(1)

PER-SHARE DATA
<S>                                                                        <C>              <C>               <C>  
Net Asset Value, Beginning of Period ...................................   $5.00            $5.00             $5.00
                                                                        --------         --------          --------
Income from Investment Operations

     Net Investment Income(2) ..........................................     .05              .04               .03

     Net Realized and Unrealized Gain (Loss) on Investment Transactions    (.02)              .12               .20
                                                                        --------         --------          --------
     Total from Investment Operations ..................................     .03              .16               .23
                                                                        --------         --------          --------
Distributions

     From Net Investment Income ........................................   (.02)            (.02)                --
                                                                        --------         --------          --------
Net Asset Value, End of Period .........................................   $5.01            $5.14             $5.23
                                                                        ========         ========          ========
     Total Return(3) ...................................................    .64%            3.11%             4.60%

RATIOS/SUPPLEMENTAL DATA

     Ratio of Expenses to Average Net Assets(4) ........................   1.05%            1.12%             1.22%

     Ratio of Net Investment Income to Average Net Assets(4) ...........   3.65%            2.74%             1.88%

     Portfolio Turnover Rate ...........................................     25%              24%               34%

     Average Commission Paid per Investment Security Traded ............  $.0206           $.0173            $.0198

     Net Assets, End of Period (in thousands) ..........................  $8,061          $14,953           $16,370
</TABLE>

(1)  February 15, 1996 (inception) through May 31, 1996 (unaudited).

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

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

(4)  Annualized

Prospectus                                             Financial Highlights    5


INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

     Each  fund's  investment  objective  is to  obtain as high a level of total
return (capital appreciation plus dividend and interest income) as is consistent
with  such  fund's  risk  profile.  As with all  mutual  funds,  there can be no
assurance that the funds will achieve their investment objectives.

     You should be aware that the names of the funds are intended to reflect the
relative short-term price volatility risk among the three asset allocation funds
offered in this Prospectus and not as an indication of the manager's  assessment
of the riskiness of the funds as compared to other mutual funds, including other
mutual funds within the American Century family of funds.

ASSET ALLOCATION FUNDS

     The funds pursue a flexible  approach  that  diversifies  the funds' assets
among various classes and categories of assets. Each fund has its own mix, which
gives it a distinct  risk profile and return  potential.  The three funds enable
investors to select the level of risk that is appropriate  for their  particular
situations   and  investment   goals.   See   "Investment   Strategy  and  Asset
Diversification," this page.

STRATEGIC ALLOCATION: CONSERVATIVE

     The  asset  mix of  Strategic  Allocation:  Conservative  seeks to  provide
shareholders  with regular income through its emphasis on bonds and money market
securities, combined with the potential for moderate long-term total return as a
result of its stake in equity securities. The fund's emphasis on bonds and money
market securities should help to provide a measure of principal protection while
the stock market is in a decline.

STRATEGIC ALLOCATION: MODERATE

     The asset mix of Strategic Allocation:  Moderate emphasizes  investments in
equity  securities,  but  maintains  a sizable  stake in bonds and money  market
securities.  This asset mix seeks to provide  long-term  growth and some regular
income, while helping to moderate losses when the stock market declines.

STRATEGIC ALLOCATION: AGGRESSIVE

     The asset mix of Strategic Allocation: Aggressive emphasizes investments in
equity  securities,  but  maintains  a portion  of its assets in bonds and money
market  securities.  This asset mix seeks to provide long-term growth,  together
with a small  amount of income to help  cushion  the  volatility  of the  equity
portfolio.

INVESTMENT STRATEGY AND ASSET DIVERSIFICATION

     The funds  seek to  achieve  their  investment  objectives  by  pursuing  a
strategic asset  allocation  strategy.  Each fund will diversify its investments
among three major asset classes -- equity securities,  bonds and cash equivalent
instruments.

     Each fund has its own neutral  mix that  represents  a benchmark  as to how
that  fund's  investments  will be  generally  allocated  among the major  asset
classes over the long term. Each fund's neutral mix is set forth below:

NEUTRAL MIXES

                                       Equity                      Cash
Fund                                 Securities      Bonds      Equivalents
- -----------------------------------------------------------------------------
Strategic Allocation:
Conservative                             40%          45%           15%
- -----------------------------------------------------------------------------
Strategic Allocation:
Moderate                                 60%          30%           10%
- -----------------------------------------------------------------------------
Strategic Allocation:
Aggressive                               75%          20%           5%
- -----------------------------------------------------------------------------

     The mix of a fund  will  vary  over  short-term  periods  depending  on the
relative  performance of the various asset classes (for example,  when one class
of assets  increases or  decreases  in value at a different  rate than the other
classes).  In addition,  the manager may temporarily emphasize or de-emphasize a
class of assets based on market  conditions  regarding the relative value of the
asset  class in the near term.  However,  each fund has  operating  ranges  that
restrict

6    Information Regarding the Funds                American Century Investments


the  amount by which the  assets of each class may  fluctuate.  Those  operating
ranges are set forth below:

OPERATING RANGES

                                       Equity                      Cash
Fund                                 Securities      Bonds      Equivalents
- -----------------------------------------------------------------------------
Strategic Allocation:
Conservative                           34-46%       38-52%        10-25%
- -----------------------------------------------------------------------------
Strategic Allocation:
Moderate                               50-70%       20-40%         5-20%
- -----------------------------------------------------------------------------
Strategic Allocation:
Aggressive                             60-90%       10-30%         0-15%
- -----------------------------------------------------------------------------

     In addition to diversifying  among asset classes,  the assets in the equity
and bond  classes  are  further  diversified  among  investment  categories  (or
sectors)  and  styles  within  those  classes.   See  "Investment  Approach  and
Practices,"  this page. The allocation of assets within a fund's operating range
and among the different  investment  categories within each class is designed to
provide a diversified portfolio emphasizing total return.

INVESTMENT APPROACH AND PRACTICES

     As described  above,  each fund's  assets are  allocated  among major asset
classes  according to their  respective  asset mix and subject to the applicable
operating  ranges.  Each fund's  assets are further  diversified  among  various
investment  categories  and  disciplines  within  the major  asset  classes,  as
described below.

EQUITY SECURITIES

     The equity  portion of a fund's  portfolio  may be  invested in any type of
domestic or foreign equity security, primarily common stocks, that meets certain
fundamental and technical  standards of selection.  The manager will utilize two
distinct  investment  disciplines  in managing the equity portion of each fund's
portfolio: (1) growth; and (2) value.

     The growth discipline seeks long-term capital  appreciation by investing in
companies  whose  earnings and revenue  trends meet the  manager's  standards of
selection,  which generally means that the companies have  demonstrated,  or, in
the  manager's  opinion,  have the  prospects  for  demonstrating,  accelerating
earnings and revenues as compared to prior periods and/or industry  competitors.
The value  investment  discipline  seeks  capital  growth by investing in equity
securities of well-established  companies that are believed by the manager to be
temporarily undervalued.

     The manager believes that both value investing and growth investing provide
the potential for appreciation  over time. Value investing tends to provide less
volatile  results.  This lower  volatility  means that the price of value stocks
tends not to fall as significantly as growth stocks do in down markets. However,
value stocks do not usually  appreciate as  significantly as growth stocks do in
up markets. In keeping with the  diversification  theme of these funds, and as a
result  of  management's  belief  that  these  styles  are  complementary,  both
disciplines will be represented to some degree in each portfolio at all times.

     As noted,  the value  investment  discipline tends to be less volatile than
the  growth  style.  As  a  result,  Strategic  Allocation:   Conservative  will
generally  have a higher  proportion of its equity  investments  in value stocks
than the  other two  funds.  Likewise,  Strategic  Allocation:  Aggressive  will
generally  have a greater  proportion  of growth  stocks than  either  Strategic
Allocation: Moderate or Strategic Allocation: Conservative.

     In addition,  the equity  portion of each fund's  portfolio will be further
diversified  among small,  medium and large  companies.  This approach  provides
investors with an additional level of  diversification  and enables investors to
achieve a broader exposure to the various  capitalization  ranges without having
to invest in multiple funds.

     Although  the  funds  will  remain   exposed  to  each  of  the  investment
disciplines  and  categories   described  above,  a  particular   discipline  or
investment  category may be  emphasized  when, in the  manager's  opinion,  such
discipline  or  investment  category  is  undervalued   relative  to  the  other
disciplines   or   categories.    See   "Other   Investment   Practices,   Their
Characteristics and Risks," page 9.

BONDS

     The fixed income portion of a fund's  portfolio will include U.S.  Treasury
securities,  securities  issued  or  guaranteed  by  the  U.S.  government  or a
foreign  government,  or an agency or  instrumentality  of the U.S. or a foreign
government, and non-convertible debt obliga-

Prospectus                                  Information Regarding the Funds    7


tions  issued by U.S.  or  foreign  corporations.  The funds may also  invest in
mortgage-related   and  other   asset-backed   securities  as  described   under
"Mortgage-Related  and  Other  Asset  Backed  Securities,"  page 10. As with the
equity  portion of a fund's  portfolio,  the bond portion of a fund's  portfolio
will  be  diversified  among  the  various  types  of  fixed  income  investment
categories  described  above.  The manager's  strategy is to actively manage the
portfolio by investing the fund's assets in sectors it believes are  undervalued
(relative to the other sectors) and which represent  better  relative  long-term
investment opportunities.

     The  value of fixed  income  securities  fluctuates  based  on  changes  in
interest rates and in the credit  quality of the issuer.  Debt  securities  that
comprise part of a fund's fixed income  portfolio  will  primarily be limited to
"investment grade"  obligations.  However,  Strategic  Allocation:  Moderate may
invest up to 5% of its assets, and Strategic  Allocation:  Aggressive may invest
up to 10% of its assets, in "high yield"  securities.  "Investment  grade" means
that at the time of purchase, such obligations are rated within the four highest
categories  by a nationally  recognized  statistical  rating  organization  [for
example, at least Baa by Moody's Investors Service,  Inc.  ("Moody's") or BBB by
Standard & Poor's  Corporation  ("S&P")],  or, if not rated,  are of  equivalent
investment  quality  as  determined  by the  investment  manager.  According  to
Moody's,   bonds  rated  Baa  are  medium-grade  and  possess  some  speculative
characteristics.  A BBB rating by S&P  indicates  S&P's  belief  that a security
exhibits a satisfactory degree of safety and capacity for repayment, but is more
vulnerable to adverse economic conditions and changing circumstances.

     "High yield" securities,  sometimes referred to as "junk bonds," are higher
risk,  non-convertible  debt  obligations  that are rated below investment grade
securities, or are unrated, but with similar credit quality.

     There are no credit or maturity restrictions on the fixed income securities
in which the high yield  portion of a fund's  portfolio  may be  invested.  Debt
securities rated lower than Baa by Moody's or BBB by S&P or their equivalent are
considered  by  many  to  be  predominantly  speculative.  Changes  in  economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered  for purchase by the fund are analyzed by the  investment  manager to
determine,  to the extent reasonably  possible,  that the planned  investment is
sound, given the investment  objective of the fund. See "An Explanation of Fixed
Income Securities Ratings" in the Statement of Additional Information.

     Under normal market conditions,  the maturities of fixed-income  securities
in which the funds invest will range from 2 to 30 years.

CASH EQUIVALENTS

     The cash  equivalent  portion  of a fund's  portfolio  may be  invested  in
high-quality  money market  instruments  (denominated in U.S. dollars or foreign
currencies), including U.S. government obligations,  obligations of domestic and
foreign banks, short-term corporate debt instruments and repurchase agreements.

GENERAL PORTFOLIO MANAGEMENT

     Within each asset  class,  each  fund's  holdings  will be invested  across
industry groups and issuers that meet its investment criteria. This diversity of
investment is intended to help reduce the risk created by  over-concentration in
a particular industry or issuer.

     The funds are "strategic"  rather than "tactical"  allocation funds,  which
means that the  manager  does not try to time the market to  identify  the exact
time when a major reallocation should be made.  Instead,  the manager utilizes a
longer-term  approach in pursuing  the funds'  investment  objectives,  and thus
selects a blend of investments in the various asset classes.

     The manager regularly  reviews each fund's  investments and allocations and
may make changes in the  particular  securities  within each asset class or to a
fund's asset mix (within the defined operating ranges) to favor investments that
it believes  will  provide  the most  favorable  outlook for  achieving a fund's
objective.  Recommended  reallocations  may be  implemented  promptly  or may be
implemented  gradually.  In order to minimize the impact of  reallocations  on a
fund's  performance,  the manager will  generally  attempt to reallocate  assets
gradually.

     In  determining  the  allocation  of assets among U.S. and foreign  capital
markets, the manager considers the condition and growth potential of the various
economies; the relative valuations of the markets; and

8    Information Regarding the Funds                American Century Investments


social, political, and economic factors that may affect the markets.

     In selecting securities in foreign currencies, the manager considers, among
other factors,  the impact of foreign exchange rates relative to the U.S. dollar
value of such  securities.  The  manager  may  seek to hedge  all or a part of a
fund's foreign  currency  exposure  through the use of forward foreign  currency
contracts or options  thereon.  See "Forward  Currency  Exchange  Contracts  and
Options Thereon," page 11.

     The  funds  attempt  to  diversify  across  asset  classes  and  investment
categories to a greater extent than mutual funds that invest primarily in equity
securities  or  primarily  in fixed income  securities.  However,  the funds are
designed to fit three general risk profiles and may not provide an appropriately
balanced investment plan for all investors.

     The  funds'  investment  objectives,  as  identified  on  page  2  of  this
Prospectus,  and any other  investment  policies  designated as "fundamental" in
this Prospectus or in the Statement of Additional Information, cannot be changed
without  the  approval  of the  shareholders  entitled to cast a majority of the
outstanding votes of the corporation,  as defined by the Investment Company Act.
Unless  otherwise  noted,  all  other  investment  policies  and  practices  are
nonfundamental and may be changed without shareholder approval.

OTHER INVESTMENT PRACTICES,
THEIR CHARACTERISTICS AND RISKS

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

EQUITY SECURITIES

     In addition to  investing in common  stocks,  the funds may invest in other
equity  securities and equity  equivalents.  Other equity  securities and equity
equivalents  include  securities  that  permit  the fund to  receive  an  equity
interest  in an issuer,  the  opportunity  to acquire an equity  interest  in an
issuer,  or the  opportunity to receive a return on its investment  that permits
the fund to  benefit  from the  growth  over time in the  equity  of an  issuer.
Examples of equity  securities and equity  equivalents  include preferred stock,
convertible preferred stock and convertible debt securities.

     Each fund will limit its purchase of convertible  debt  securities to those
that, at the time of purchase, are rated at least B- by S&P or B3 by Moody's, or
if  not  rated  by S&P  or  Moody's  are of  equivalent  investment  quality  as
determined by the manager.  A fund's  investments in convertible debt securities
and other high yield,  non-convertible  debt securities  rated below  investment
grade will  comprise  less than 35% of the fund's net  assets.  Debt  securities
rated below the four highest  categories are not considered  "investment  grade"
obligations.  These securities have speculative characteristics and present more
credit risk than investment grade obligations.  For a description of the S&P and
Moody's  ratings  categories,  see "An  Explanation  of Fixed Income  Securities
Ratings," in the Statement of Additional  Information.  Equity  equivalents  may
also  include  securities  whose  value or return is  derived  from the value or
return of a different  security.  Depositary receipts are an example of the type
of equity equivalent security in which the funds might invest.

FOREIGN SECURITIES

     Each  of the  funds  may  invest  in the  securities  of  foreign  issuers,
including debt securities of foreign governments and their agencies,  when these
securities meet its standards of selection. The manager defines "foreign issuer"
as an issuer of securities that is domiciled outside the United States,  derives
at least 50% of its total  revenue from  production  or sales outside the United
States, and/or whose principal trading market is outside the United States.

     Strategic Allocation:  Conservative will generally invest between 7 and 17%
of its  assets  in  foreign  securities;  Strategic  Allocation:  Moderate  will
generally  invest  between 10 and 30% of its assets in foreign  securities;  and
Strategic Allocation: Aggressive will generally invest between 15 and 35% of its
assets in foreign  securities.  With regard to foreign  investments by Strategic
Allocation:  Conservative,  the  principal  activities  of such  issuers will be
located in developed countries. With regard to Strategic Allocation:  Aggressive
and Strategic Allocation: Moderate, the principal activities of such issuers may
be located in either developed or developing countries,  but the majority of the
activities will be in developed countries.

Prospectus                                  Information Regarding the Funds    9


     The funds may make such investments  either directly in foreign  securities
or indirectly by purchasing  depositary receipts or depositary shares of similar
instruments ("depositary receipts") for foreign securities.  Depositary receipts
are  securities  that  are  listed  on  exchanges  or  quoted  in  the  domestic
over-the-counter  markets  in  one  country  but  represent  shares  of  issuers
domiciled in another country.  Direct  investments in foreign  securities may be
made either on foreign securities exchanges or in the over-the-counter markets.

     Subject to its investment  objective and policies,  each fund may invest in
common stocks, convertible securities,  preferred stocks, bonds, notes and other
debt securities of foreign  issuers and debt  securities of foreign  governments
and  their  agencies.  The  credit  quality  standards  applicable  to  domestic
securities  purchased by each fund are also applicable to its foreign securities
investments.

     Investments  in foreign  securities may present  certain  risks,  including
those resulting from fluctuations in currency  exchange rates,  future political
and economic developments, reduced availability of public information concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.

     Strategic  Allocation:  Moderate and Strategic  Allocation:  Aggressive may
invest a portion of their  international  holdings in  securities  of issuers in
emerging market  (developing)  countries.  The funds consider  "emerging  market
countries"  to include all  countries  that are  considered by the manager to be
developing or emerging countries.  Currently, the countries not included in this
category for the funds offered by this Prospectus are the United States, Canada,
Japan, the United Kingdom,  Germany, Austria, France, Hong Kong, Italy, Ireland,
Singapore,  Spain,  Belgium,  the  Netherlands,  Switzerland,  Sweden,  Finland,
Norway,  Denmark,  Australia  and  New  Zealand.  In  addition,  as used in this
Prospectus,  "securities  of issuers in  emerging  market  countries"  means (i)
securities of issuers the principal  securities  trading  market for which is an
emerging  market country or (ii)  securities of issuers  having their  principal
place of business or principal office in emerging market countries.

     Investing in emerging market countries involves  significantly  higher risk
than investing in countries  with  developed  markets as a result of uncertainty
regarding the companies and the markets in which they operate. Securities prices
can be more  volatile  than in  developed  countries  as a  result  of  investor
concerns regarding the stability of the government, internal economic pressures,
and the impact of external economic factors. In addition,  securities markets in
emerging  market  countries  may trade a small number of  securities  and may be
unable to  respond  effectively  to  increases  in trading  volume,  potentially
resulting in a lack of liquidity  and in  volatility  in the price of securities
traded on those markets.  Also,  securities markets in emerging market countries
typically  offer less  regulatory  protection for  investors.  See "Investing in
Emerging Market Countries," in the Statement of Additional Information.

MORTGAGE-RELATED AND OTHER
ASSET-BACKED SECURITIES

     The funds may purchase  mortgage-related and other asset-backed securities.
Mortgage  pass-through  securities  are  securities  representing  interests  in
"pools" of mortgages  in which  payments of both  interest and  principal on the
securities  are generally  made monthly,  in effect  "passing  through"  monthly
payments made by the individual borrowers on the residential mortgage loans that
underlie  the  securities  (net of fees paid to the issuer or  guarantor  of the
securities).

     Early repayment of principal on mortgage  pass-through  securities (arising
from  prepayments  of  principal  due  to  sale  of  the  underlying   property,
refinancing,  or  foreclosure,  net of fees and costs which may be incurred) may
expose the funds to a lower rate of return upon reinvestment of principal. Also,
if a security subject to prepayment were purchased at a premium, in the event of
prepayment,  the value of the  premium  would be lost.  Like other  fixed-income
securities,  when interest rates rise, the value of a mortgage-related  security
generally  will decline;  however,  when interest  rates  decline,  the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed-income securities.

10   Information Regarding the Funds                American Century Investments


     Payment of principal and interest on some mortgage pass-through  securities
(but not the market value of the securities themselves) may be guaranteed by the
full  faith  and  credit  of the  U.S.  government  in the  case  of  securities
guaranteed by the Government National Mortgage Association (GNMA), or guaranteed
by  agencies  or  instrumentalities  of  the  U.S.  government  in the  case  of
securities guaranteed by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC),  which are supported only by the
discretionary  authority  of  the  U.S.  government  to  purchase  the  agency's
obligations.

     Mortgage pass-through  securities created by nongovernmental  issuers (such
as commercial banks,  savings and loan institutions,  private mortgage insurance
companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees,  including  individual loan, title,
pool and  hazard  insurance  and  letters  of  credit,  which  may be  issued by
governmental entities, private insurers, or the mortgage poolers.

     The funds may also invest in collateralized  mortgage  obligations  (CMOs).
CMOs   are   mortgage-backed   securities   issued   by   government   agencies;
single-purpose,   stand-alone  financial  subsidiaries;  trusts  established  by
financial  institutions;  or similar  institutions.  The funds may buy CMOs that
meet the following criteria:

     o    Are collateralized by pools of mortgages in which payment of principal
          and  interest  of  each   mortgage  is  guaranteed  by  an  agency  or
          instrumentality of the U.S. government;

     o    Are collateralized by pools of mortgages in which payment of principal
          and  interest  are  guaranteed  by the issuer,  and the  guarantee  is
          collateralized by U.S. government securities;

     o    Are  securities  in which the  proceeds  of the issue are  invested in
          mortgage  securities  and  payments  of  principal  and  interest  are
          supported  by the credit of an agency or  instrumentality  of the U.S.
          government.

FORWARD CURRENCY EXCHANGE CONTRACTS
AND OPTIONS THEREON

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

     To protect against adverse movements in exchange rates between  currencies,
the funds may, for hedging purposes only,  enter into forward currency  exchange
contracts  and buy put and  call  options  relating  to  interest  rate  futures
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price. An option is a
contractual  right  to  acquire  a  financial  asset,  such as a  security,  the
securities of a market index, a foreign currency or a foreign currency  exchange
contract, at a specific price at the end of a specified term.

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

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

     When the manager  believes that a particular  currency may decline in value
compared  to the  dollar,  the funds may enter into  forward  currency  exchange
contracts or options thereon to sell an amount of foreign  currency equal to the
value of some or all of a fund's portfolio  securities either denominated in, or
whose value is tied to, that currency. This practice is some-

Prospectus                                  Information Regarding the Funds   11


times referred to as "portfolio  hedging." A fund may not enter into a portfolio
hedging  transaction  where the fund would be  obligated to deliver an amount of
foreign  currency  in  excess of the  aggregate  value of the  fund's  portfolio
securities  or other  assets  denominated  in, or whose  value is tied to,  that
currency.

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

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

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

PORTFOLIO TURNOVER

     The  portfolio  turnover  rates of the  funds  are  shown in the  Financial
Highlights table on page 5 of this Prospectus.

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

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

     The  manager  estimates,  pursuant  to SEC  requirements,  that the rate of
portfolio turnover will, generally, not exceed 150% per year.

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 fund's investment policies.

     A repurchase  agreement  occurs when a fund  purchases an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by the fund.

     A fund's risk in connection  with  repurchase  agreements is the ability of
the seller to pay the  repurchase  price on the  repurchase  date. If the seller
defaults,  the fund may incur costs,  delays or losses.  Management monitors the
creditworthiness of sellers.

     The funds will enter into repurchase  agreements only with those commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory by the funds' management pursuant to criteria adopted by the funds'
Board of Directors.

FUTURES CONTRACTS

     Each fund may enter into domestic and foreign futures contracts.  A futures
contract is an  agreement  to take or make  delivery  of a financial  asset at a
specific price at the end of the contract period.  Some futures contracts,  such
as market index  futures,  require  settlement  in cash based on the  difference
between the value of the underlying financial assets at the beginning and at the
end of the contract period.

12   Information Regarding the Funds                American Century Investments


Rather than actually purchasing the specific financial assets, or the securities
of a market index, the manager may purchase a futures  contract,  which reflects
the value of such underlying  securities.  For example,  S&P 500 futures reflect
the value of the underlying  companies that comprise the S&P 500 Composite Stock
Price Index. If the aggregate  market value of the underlying  index  securities
increases or  decreases  during the  contract  period,  the value of the S&P 500
futures can be expected to reflect such  increase or  decrease.  The manager may
use index  futures to  efficiently  expose to the equity  markets a portion of a
fund's assets that is being held for future investment opportunities.

     When a fund enters into a futures contract,  it must make a deposit of cash
or high-quality debt securities,  known as "initial margin," as partial security
for its performance under the contract. As the value of the underlying financial
assets  fluctuates,  either party to the contract is required to make additional
margin payments, known as "variation margin," to cover any additional obligation
it may have  under  the  contract.  Assets  set  aside by a fund as  initial  or
variable  margin  may  not be  disposed  of so long as the  fund  maintains  the
contract.

     The funds may not  purchase  leveraged  futures.  A fund will  deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fluctuating market value of the index contracts it has
purchased, less any margin deposited on its position. The funds will only invest
in exchange-traded futures.

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 or S&P 500 futures), 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 S&P 500 Index would
be a permissible investment since each of the funds may invest in the securities
of companies  comprising  the S&P 500 Index  (assuming  they  otherwise meet the
other  requirements  for the fund),  while a security whose  underlying value is
linked to the price of oil would not be a permissible investment since the funds
may not invest in oil and gas leases or futures.

     The return of 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:

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

     o    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;

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

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

     The  Board  of  Directors  has  approved  the  manager's  policy  regarding
investments in derivative secu-

Prospectus                                  Information Regarding the Funds   13


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

WHEN-ISSUED SECURITIES

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

SHORT SALES

     Each fund may engage in short sales if, at the time of the short sale,  the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional  cost. These  transactions  allow a fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

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

RULE 144A SECURITIES

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

     With respect to securities  eligible for resale under Rule 144A,  the staff
of the  Securities  and  Exchange  Commission  has taken the  position  that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the board of directors to  determine,  such
determination to be based upon a consideration of the readily  available trading
markets and the review of any contractual restrictions.  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 manager.
The board  retains  the  responsibility  to monitor  the  implementation  of the
guidelines and procedures it has adopted.

     Since the  secondary  market  for such  securities  is  limited  to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

PERFORMANCE ADVERTISING

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

14   Information Regarding the Funds                American Century Investments


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

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

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

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

     Each fund also may include in  advertisements  data  comparing  performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper  Analytical  Services) and  publications  that monitor the performance of
mutual  funds.  Performance  information  may be  quoted  numerically  or may be
presented in a table, graph or other illustration. In addition, fund performance
may be  compared  to  well-known  indices of market  performance  including  the
Standard & Poor's (S&P) 500 Index and the Dow Jones Industrial Average. A fund's
performance may also be compared, on a relative basis, to the other funds in our
fund family.  This relative  comparison,  which may be based upon  historical or
expected  fund  performance,  volatility or other fund  characteristics,  may be
presented  numerically,  graphically or in text.  Fund  performance  may also be
combined or blended  with other funds in our fund family,  and that  combined or
blended  performance  may be  compared to the same  indices to which  individual
funds may be compared.

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

Prospectus                                  Information Regarding the Funds   15


HOW TO INVEST WITH
AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

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

INVESTING IN AMERICAN CENTURY

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

     If  you  own  or  are   considering   purchasing  fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 22.

HOW TO OPEN AN ACCOUNT

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

     The   minimum   investment   is  $2,500   [$1,000   for  IRA  and   Uniform
Gifts/Transfers to Minors Acts ("UGMA/ UTMA") accounts].  These minimums will be
waived if you establish an automatic investment plan to your account that is the
equivalent of at least $50 per month. See "Automatic Investment Plan," page 17.

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

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

     You may invest in the following ways:

BY MAIL

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

BY WIRE

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

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

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

o    BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

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

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

o    BANK TO BANK INFORMATION
     (BBI OR FREE FORM TEXT):

     o   Taxpayer identification or Social Security number.

16 How to Invest with American Century Investments  American Century Investments


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

     o    Current tax year, previous tax year or rollover designation if an IRA.
          Specify whether IRA, SEP-IRA or SARSEP-IRA.

BY EXCHANGE

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

IN PERSON

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

     4500 Main Street
     Kansas City, Missouri 64111

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

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

BY MAIL

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

BY TELEPHONE

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

BY ONLINE ACCESS

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

BY WIRE

     You may make  subsequent  investments  by wire.  Follow  the wire  transfer
instructions on page 16 and indicate your account number.

IN PERSON

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

AUTOMATIC INVESTMENT PLAN

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

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

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

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

Prospectus                  How to Invest with American Century Investments   17


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

BY MAIL

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

BY TELEPHONE

     You can make  exchanges  over the phone  (either with an Investor  Services
Representative  or using our Automated  Information  Line -- see page 19) if you
have authorized us to accept telephone  instructions.  You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

BY ONLINE ACCESS

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

HOW TO REDEEM SHARES

     We will redeem or "buy back" your shares at any time.  Redemptions  will be
made at the next net asset value determined after a complete  redemption request
is received. For large redemptions,  please read "Special Requirements for Large
Redemptions," page 19.

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

BY MAIL

     Your  written  instructions  to  redeem  shares  may be  made  either  by a
redemption  form,  which we will  send you upon  request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," page 19.

BY TELEPHONE

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

BY CHECK-A-MONTH

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

OTHER AUTOMATIC REDEMPTIONS

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

REDEMPTION PROCEEDS

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

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

BY CHECK

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

BY WIRE AND ACH

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

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

18 How to Invest with American Century Investments  American Century Investments


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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

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

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

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

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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

     Whenever  the  shares  held in an  account  have a value  of less  than the
required  minimum,  a letter will be sent advising you to either bring the value
of the shares held in the account up to the minimum or to establish an automatic
investment  that is the  equivalent of at least $50 per month.  If action is not
taken within 90 days of the letter's  date,  the shares held in the account will
be redeemed and the proceeds from the  redemption  will be sent by check to your
address of record. We reserve the right to increase the investment minimums.

SIGNATURE GUARANTEE

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

     o   redeeming more than $25,000; or

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

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

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

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

SPECIAL SHAREHOLDER SERVICES

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

     Our special shareholder services include:

AUTOMATED INFORMATION LINE

     We offer an Automated  Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765.  By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. You may

Prospectus                  How to Invest with American Century Investments   19


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

ONLINE ACCOUNT ACCESS

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

OPEN ORDER SERVICE

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

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

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

TAX-QUALIFIED RETIREMENT PLANS

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

     o    Individual Retirement Accounts (IRAs);

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

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

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

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

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

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

(1)  We reserve the right for any reason to suspend the offering of shares for a
     period  of time,  or to  reject  any  specific  purchase  order  (including
     purchases by exchange).  Additionally,  purchases may be refused if, in the
     opinion  of the  manager,  they  are  of a  size  that  would  disrupt  the
     management of the fund.

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

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

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

20 How to Invest with American Century Investments  American Century Investments


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

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

(7)  All signatures  should be exactly as the name appears in the  registration.
     If the owner's name appears in the  registration  as Mary Elizabeth  Jones,
     she should sign that way and not as Mary E. Jones.

(8)  Unusual stock market conditions have in the past resulted in an increase in
     the number of shareholder  telephone calls. If you experience difficulty in
     reaching us during such periods, you may send your transaction instructions
     by mail,  express  mail or  courier  service,  or you may  visit one of our
     Investors Centers.  You may also use our Automated  Information Line if you
     have requested and received an access code and are not attempting to redeem
     shares.

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

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

REPORTS TO SHAREHOLDERS

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

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

     Carefully  review all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately in writing if there is an error.  If you
fail to provide  notification  of an error  with  reasonable  promptness,  i.e.,
within 30 days of  non-automatic  transactions  or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

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

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

Prospectus                  How to Invest with American Century Investments   21


EMPLOYER-SPONSORED RETIREMENT
PLANS AND INSTITUTIONAL ACCOUNTS

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

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

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

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

22 How to Invest with American Century Investments  American Century Investments


ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

     The price of your shares is also referred to as their net asset value.  Net
asset value is determined  by  calculating  the total value of a fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding.  Net  asset  value  for the  funds  offered  by the  Prospectus  is
determined  at the close of regular  trading on each day that the New York Stock
Exchange is open.

     Investments  and  requests  to redeem or exchange  shares will  receive the
share price next  determined  after we receive your  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents  before the close of business on the
New York Stock Exchange, usually 3 p.m. Central time, are effective on, and will
receive  the  price  determined,  that  day as of  the  close  of the  Exchange.
Investment,  redemption and exchange requests received  thereafter are effective
on, and receive  the price  determined,  as of the close of the  Exchange on the
next day the Exchange is open.

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

     Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

     Investment and transaction  instructions received by us on any business day
by mail prior to the close of business on the  Exchange  will receive that day's
price.  Investments and  instructions  received after that time will receive the
price determined on the next business day.

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

HOW SHARE PRICE IS DETERMINED

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

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

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

     The value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier.  That value is then converted to dollars at the  prevailing  foreign
exchange rate.

     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the

Prospectus                           Additional Information You Should Know   23


value of a security was established but before the net asset value per share was
determined, which was likely to materially change the net asset value, then that
security  would  be  valued  at fair  value as  determined  in  accordance  with
procedures adopted by the Board of Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

     Distributions  from net  investment  income are declared and paid quarterly
by Strategic Allocation:  Conservative and Strategic Allocation:  Moderate. Such
distributions   are  declared  and  paid   annually  by  Strategic   Allocation:
Aggressive.  Distributions  from net  realized  securities  gains,  if any,  are
declared  and  paid  annually,  usually  in  December,  but the  funds  may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements  of  the  Internal   Revenue  Code,  in  all  events  in  a  manner
consistent with the provisions of the Investment Company Act.

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

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

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

24   Additional Information You Should Know         American Century Investments


ordinary income.  Distributions  from net long-term capital gains are taxable as
long-term  capital  gains  regardless  of the  length  of time you have held the
shares on which such distributions are paid.  However,  you should note that any
loss  realized upon the sale or redemption of shares held for six months or less
will be treated as a long-term capital loss to the extent of any distribution of
long-term capital gain to you with respect to such shares.

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

     Distributions  are taxable to you  regardless  of whether they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution,  you must pay income taxes on the
distribution, even though the value of your invest- ment (plus cash received, if
any)  remains the same.  In  addition,  the share price at the time you purchase
shares may include  unrealized  gains in the  securities  held in the investment
portfolio of the fund. If these portfolio  securities are subsequently  sold and
the gains are realized,  they will, to the extent not offset by capital  losses,
be paid to you as a distribution  of capital gains and will be taxable to you as
short-term or long-term capital gains. See "Distributions," page 24.

     In January of the year following the  distribution,  if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

     Distributions  may also be subject to state and local taxes, even if all or
a  substantial  part of such  distributions  are derived  from  interest on U.S.
government  obligations,  which, if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

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

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

MANAGEMENT

INVESTMENT MANAGEMENT

     Under  the laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible for managing the business and affairs of the funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street, Kansas City, Missouri,  64111. The manager has been providing investment
manage-

Prospectus                           Additional Information You Should Know   25


ment services to investment companies and institutional clients since 1958.

     In June 1995, American Century Companies,  Inc. ("ACC"),  the parent of the
manager,  acquired Benham  Management  International,  Inc. In the  acquisition,
Benham  Management  Corporation  ("BMC"),  the investment  adviser to the Benham
Group of  mutual  funds,  became  a  wholly  owned  subsidiary  of ACC.  Certain
employees of BMC provide investment  management services to funds managed by the
manager,  while certain employees of the manager provide  investment  management
services to funds managed by BMC.

     The manager  supervises and manages the  investment  portfolio of each fund
and directs the purchase and sale of its  investment  securities.  It utilizes a
team of portfolio  managers,  assistant  portfolio  managers and analysts acting
together to manage the assets of the funds.  The team meets  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The team adjusts
holdings  in the  funds'  portfolios  and  the  funds'  asset  mix  as it  deems
appropriate in pursuit of the funds' investment objectives. Individual portfolio
manager members of the team may also adjust  portfolio  holdings of the funds or
of sectors of the funds as necessary between team meetings.

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

     CHRISTOPHER K. BOYD, Vice President and Portfolio Manager,  joined American
Century  in March  1988 as an  Investment  Analyst,  a  position  he held  until
December 1990. At that time he was promoted to Assistant Portfolio Manager,  and
then was promoted to Portfolio  Manager in December  1992. He is a member of the
team that manages Growth and Ultra.

     C. CASEY  COLTON,  Portfolio  Manager,  joined  BMC in 1990 as a  Municipal
Analyst.  Mr.  Colton was promoted to Portfolio  Manager in 1995 and  co-manages
the Benham GNMA Income Fund.

     PHILLIP  N.  DAVIDSON,   Vice  President  and  Portfolio  Manager,   joined
American  Century in  September  1993 as a Portfolio  Manager.  Prior to joining
American  Century,  Mr. Davidson  served as an investment  manager for Boatmen's
Trust  Company in St. Louis,  Missouri.  He is a member of the team that manages
Value and Equity Income.

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

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

     DAVID SCHROEDER,  Vice President and Portfolio Manager,  joined BMC in July
1990. Mr.  Schroeder has primary  responsibility  for the day-to-day  operations
of the Benham Treasury Note, Benham  Short-Term,  and Benham Long-Term Funds. He
also manages Benham Target Maturities Trust.

     JEFFREY R. TYLER,  Senior Vice President and Portfolio Manager,  joined BMC
in January 1988 as a Portfolio  Manager.  Mr. Tyler supervises the team of other
Portfolio  Managers  who  assist in the  management  of the  various  investment
categories  of the funds.  Mr.  Tyler also  co-manages  the Benham  GNMA  Income
Fund. He also has primary  responsibility  for the day-to-day  operations of the
Benham Capital  Manager Fund and oversees the portfolio  manager's  operation of
the Benham European Government Bond Fund.

     THEODORE J. TYSON,  Vice President and Portfolio  Manager,  joined American
Century  in  1988  and  has  been a  member  of  the  International  Equity  and
International Discovery team since its inception in 1991.

     PETER A. ZUGER,  Vice  President and  Portfolio  Manager,  joined  American
Century  in  June  1993 as a  Portfolio  Manager.  Prior  to  joining  Twentieth
Century,  Mr. Zuger served as an investment  manager in the Trust  Department of
NBD  Bancorp  in  Detroit,  Michigan.  He is a member of the team  that  manages
Value and Equity Income.

     The  activities  of the  manager  are  subject  only to  directions  of the
funds'  Board of  Directors.  The  manager  pays all the  expenses  of the funds
except

26   Additional Information You Should Know         American Century Investments


brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

     For the services  provided to the Investor Class of the funds,  the manager
receives an annual fee of 1.00% of average net assets up to $1 billion and 0.90%
of  average  net  assets in  excess  of $1  billion  for  Strategic  Allocation:
Conservative,  1.10% of average net assets up to $1 billion and 1.00% of average
net assets in excess of $1 billion for Strategic Allocation: Moderate, and 1.20%
of average net assets up to $1 billion and 1.10% of average net assets in excess
of $1 billion for Strategic Allocation: Aggressive.

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

     The  management  fees paid by the funds to the  manager  may be higher than
those  paid  by  many  investment  companies.  However,  most if not all of such
companies also pay, in addition,  certain of their own expenses, while virtually
all of the funds' expenses, except as specified above, are paid by the manager.

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

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

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

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

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

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

Prospectus                           Additional Information You Should Know   27


DISTRIBUTION OF FUND SHARES

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

FURTHER INFORMATION ABOUT AMERICAN CENTURY

     American  Century  Strategic  Asset  Allocations,  Inc.,  the issuer of the
funds, was organized as a Maryland corporation on April 4, 1994.

     The corporation is a diversified,  open-end  management  investment company
whose shares were first  offered for sale  February  15, 1996.  Its business and
affairs  are  managed  by its  officers  under  the  direction  of its  Board of
Directors.

     The  principal  office of the funds is American  Century  Tower,  4500 Main
Street, P.O. Box 419200,  Kansas City, Missouri,  64141-6200.  All inquiries may
be made by mail to that address,  or by phone to  1-800-345-2021  (international
calls: 816-531-5575).

     American Century Strategic Asset  Allocations,  Inc. issues three series of
$0.01 par value  shares.  Each  series is commonly  referred  to as a fund.  The
assets belonging to each series of shares are held separately by the custodian.

     Each of the funds  described in this  Prospectus  offers  three  classes of
shares:  an Investor  Class, a Service Class,  and an Advisor Class.  The shares
offered by this  Prospectus  are  Investor  Class  shares  and have no  up-front
charges, commissions, or 12b-1 fees.

     The  other  classes  of  shares  are  primarily  offered  to  institutional
investors   or   through   institutional    distribution   channels,   such   as
employer-sponsored  retirement plans or through banks, broker dealers, insurance
companies or other  financial  intermediaries.  The other classes have different
fees, expenses,  and/or minimum investment requirements than the Investor Class.
Different fees and expenses will affect performance.  For additional information
concerning the other classes of shares not offered by this  Prospectus,  call us
at  1-800-345-3533 or contact a sales  representative or financial  intermediary
who offers those classes of shares.

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

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

     Shares have non-cumulative  voting rights,  which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

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

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

28   Additional Information You Should Know         American Century Investments


NOTES

Prospectus                                                            Notes   29


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

Person-to-person assistance:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865

Fax: 816-340-7962

Internet: www.americancentury.com

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