BENHAM MANAGER FUNDS
497, 1996-12-23
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                                   PROSPECTUS

                             [American Century Logo]
                                    American
                                  Century (sm)

                                SEPTEMBER 3, 1996
                             REVISED JANUARY 1, 1997

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                 Capital Manager

                                  [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)           AMERICAN CENTURY GROUP     TWENTIETH CENTURY(R) GROUP 
                                                                               
MONEY MARKET FUNDS        ASSET ALLOCATION &         GROWTH FUNDS               
GOVERNMENT BOND FUNDS     BALANCED FUNDS             INTERNATIONAL FUNDS        
DIVERSIFIED BOND FUNDS    CONSERVATIVE EQUITY FUNDS  
MUNICIPAL BOND FUNDS      SPECIALTY FUNDS          
                                                     
                          Capital Manager          
                            

                                   PROSPECTUS
                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                                Capital Manager

AMERICAN  CENTURY  MANAGER  FUNDS 

American  Century  Manager Funds is a part of American  Century  Investments,  a
family of funds that includes  nearly 70 no-load mutual funds covering a variety
of investment  opportunities.  One of the funds that diversifies its investments
among U.S. and foreign stocks,  bonds and money market  instruments is described
in  this  Prospectus.  Its  investment  objective  is  listed  on page 2 of this
Prospectus. The other funds are described in separate prospectuses.

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

This Prospectus gives you information about the fund that you should know before
investing.  Please  read this  Prospectus  carefully  and  retain it for  future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated  September 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 OBJECTIVE OF THE FUND

AMERICAN CENTURY CAPITAL MANAGER FUND

Capital  Manager's  investment  objective  is to seek to maximize  total  return
(capital  appreciation plus dividend income)  consistent with prudent investment
risk.  The Fund seeks to achieve this  objective by allocating  its assets among
(1) U.S. equity securities,  (2) U.S. fixed-income securities,  (3) money market
instruments,  (4) foreign equity and fixed-income securities, and (5) securities
of companies with substantial  gold-related  assets and natural resources linked
investments.

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

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

2 Investment Objective                              American Century Investments


                               TABLE OF CONTENTS

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

INFORMATION REGARDING THE FUND

Investment Policies of the Fund .....................6
     Investment Objective ...........................6
     Management Approach ............................6
     Investment Categories ..........................7
         U.S. Equity Securities .....................7
         U.S. Fixed-Income Securities ...............8
         Short-Term Instruments .....................8
         Foreign Equity and Fixed-Income Securities .8
         Gold Companies and Natural Resources-
                  Linked Investments ................8
Risk Factors and Investment Techniques ..............9
     Equity Securities ..............................9
     Fixed-Income Securities ........................9
     Foreign Securities .............................9
     Currency Risk .................................10
     Gold Companies and Natural Resources-
         Linked Investments ........................10
Other Investment Practices, Their Characteristics
     and Risks .....................................10
     Portfolio Turnover ............................10
     When-Issued and Forward Commitment
         Agreements ................................10
     Mortgage-Related and Other
         Asset-Backed Securities ...................10
     Borrowing .....................................11
     Portfolio Lending .............................11
     Rule 144A Securities ..........................11
     Investment Companies ..........................11
     Derivative Securities .........................11
     Interest Rate Futures Contracts
         and Options Thereon .......................12
     Forward Foreign Currency Exchange Contracts ...13
     Warrants ......................................14
     Collateralized Mortgage Obligations ...........14
     Structured Notes ..............................14
     Cash Management ...............................14
     Other Techniques ..............................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
     Redemption of Shares in Low-Balance Accounts ..18
Signature Guarantee ................................19
Special Shareholder Services .......................19
         Automated Information Line ................19
         Online Account Access .....................19
         Open Order Service ........................19
         Tax-Qualified Retirement Plans ............20
Important Policies Regarding
     Your Investments ..............................20
Reports to Shareholders ............................21
Employer-Sponsored Retirement Plans and
     Institutional Accounts ........................21

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ........................................22
     When Share Price is Determined ................22
     How Share Price is Determined .................22
     Where to Find Information About Share Price ...22
Distributions ......................................23
Taxes ..............................................23
     Tax-Deferred Accounts .........................23
     Taxable Accounts ..............................23
Management .........................................24
     Investment Management .........................24
     Code of Ethics ................................25
     Transfer and Administrative Services ..........25
Distribution of Fund Shares ........................26
Expenses ...........................................26
Further Information About American Century .........26


Prospectus                                                   Table of Contents 3


TRANSACTION AND OPERATING EXPENSE TABLE




                                                 Capital Manager
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases ...................... none
Maximum Sales Load Imposed on Reinvested Dividends ........... none
Deferred Sales Load .......................................... none
Redemption Fee(1) ............................................ none
Exchange Fee ................................................. none

ANNUAL FUND OPERATING EXPENSES:(2)
(as a percentage of net assets)
Management Fees .............................................  .44%
12b-1 Fees ..................................................  none
Other Expenses ..............................................  .57%
Total Fund Operating Expenses ............................... 1.01%

EXAMPLE
You would pay the following expenses on a             1 year    $10
$1,000 investment, assuming a 5% annual              3 years     32
return and redemption at the end of each             5 years     56
time period:                                        10 years    124

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

(2) Benham Management Corporation (the "manager") has agreed to limit the fund's
total  operating  expenses to specified  percentages of the fund's average daily
net assets. The agreement provides that the manager may recover amounts absorbed
on behalf of the fund during the preceding 11 months if, and to the extent that,
for any given month, fund expenses were less than the expense limit in effect at
that time.  The current  expense  limit for the fund is 1.00%.  Amounts  paid by
unaffiliated  third  parties do not apply to this  expense  limit.  This expense
limit is subject  to annual  renewal in June.  If the  expense  limit was not in
effect,  the fund's  Management  Fee,  Other  Expenses and Total Fund  Operating
Expenses would be as follows, respectively: .65%, .57% and 1.22%.

The fund pays the manager advisory fees equal to an annualized percentage of the
fund's  average daily net assets.  Other  expenses  include  administrative  and
transfer agent fees paid to American Century Services  Corporation.  

The purpose of the above 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 shares of the fund.  The example set forth
above assumes  reinvestment  of all dividends  and  distributions  and uses a 5%
annual rate of return as required by SEC regulations.

Neither the 5% rate of return nor the expenses  shown above should be considered
indications of past or future returns and expenses.  Actual returns and expenses
may be greater or less than those shown.


4 Transaction and Operating Expense Table           American Century Investments


FINANCIAL HIGHLIGHTS
CAPITAL MANAGER

The Financial  Highlights for each of the periods presented have been audited by
KPMG Peat  Marwick LLP,  independent  auditors  (except as noted),  whose report
thereon appears in the fund's annual report,  which is incorporated by reference
into the Statement of Additional Information.  The semiannual and annual reports
contain  additional  performance  information  and will be made  available  upon
request and without charge. The information presented is for a share outstanding
throughout the years ended November 30, except as noted.

                                                            1996(1)     1995(2)


PER-SHARE DATA
Net Asset Value, Beginning of Period ...................... $11.70      $10.00
                                                            ------      ------
                                            
Income from Investment Operations
     Net Investment Income ................................    .20         .36
     Net Realized and Unrealized Gains on Investment
     and Foreign Currency Transactions ....................    .51        1.62
                                                               ---        ----
     Total Income from Investment Operations ..............    .71        1.98
                                                               ---        ----
Distributions
     From Net Investment Income ...........................   (.24)       (.28)
     From Net Realized Gains on Investment Transactions ...   (.18)         --
                                                              ----        ----  
     Total Distributions ..................................   (.42)       (.28)
                                            
Net Asset Value, End of Period ............................ $11.99      $11.70
                                                            ======      ======
     Total Return(3) ......................................   6.22%      20.12%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets(4) ......   1.01%(5)    1.01%
Ratio of Net Investment Income to Average Net Assets(4) ...   3.44%(5)    3.70%
Portfolio Turnover Rate ...................................  47.71%        100%
Net Assets, End of Period (in thousands of dollars) .......$80,490     $51,157

(1) Six month period ended May 31, 1996 (unaudited).
(2) December 1, 1994 (inception) through November 30, 1995.
(3) The total  return  figures  assume  reinvestment  of dividend
    and capital gain distributions and are not annualized.
(4) The ratios  include  expenses  paid  through  expense  offset
    arrangements.
(5) Annualized.


Prospectus                                                Financial Highlights 5


INFORMATION REGARDING THE FUND


INVESTMENT POLICIES OF THE FUND

The fund has adopted certain  investment  restrictions that are set forth in the
Statement  of  Additional  Information.  Those  restrictions,  as  well  as  the
investment  objectives of the fund  identified on page 2 of this  Prospectus and
any other investment  policies designated as "fundamental" in this Prospectus or
in  the  Statement  of  Additional   Information,   cannot  be  changed  without
shareholder  approval.  The fund has implemented  additional investment policies
and  practices  to  guide  its  activities  in the  pursuit  of  its  investment
objective.  These policies and practices,  which are described  throughout  this
Prospectus,  are not  designated  as  fundamental  policies  and may be  changed
without shareholder approval.

For an  explanation  of the  securities  ratings  referred  to in the  following
discussion, see "Other Information" in the Statement of Additional Information.


INVESTMENT OBJECTIVE

The fund's  investment  objective is to seek to maximize  total return  (capital
appreciation plus dividend income)  consistent with prudent investment risk. The
fund seeks to achieve  this  objective by  allocating  its assets among (1) U.S.
equity  securities,   (2)  U.S.  fixed-income   securities,   (3)  money  market
instruments,  (4) foreign equity and fixed-income securities, and (5) securities
of companies with substantial  gold-related  assets and natural resources linked
investments.  There is no assurance  that the fund will  achieve its  investment
objective.


MANAGEMENT APPROACH

The fund has a neutral mix that represents the way the fund's  investments  will
be  generally  allocated  over the long term.  Working from the neutral mix, the
manager may  gradually  adjust the fund's  investments  within  their  operating
ranges to reflect either  growth-oriented  or defensive  strategies.  The fund's
neutral mix and operating range for each asset class are illustrated below.

- --------------------------------------------------------------------------------
                                          Neutral  Operating
Asset Class                                 Mix      Range
- --------------------------------------------------------------------------------
U.S. Equity
Securities (Stocks)                         35%      25-45%
- --------------------------------------------------------------------------------
U.S. Fixed-Income
Securities (Bonds)                          35%      25-45%
- --------------------------------------------------------------------------------
Money Market Securities
(Short-Term Instruments)                    15%      10-25%
- --------------------------------------------------------------------------------
Foreign Equity and
Fixed-Income Securities
(International)                             12%       5-25%
- --------------------------------------------------------------------------------
Gold Companies and
Natural Resources
Linked Investments
(Specialty)                                  3%       0-10%
- --------------------------------------------------------------------------------

Under extreme market conditions, the fund may adopt broader ranges for its asset
classes as  follows:  20-70% in stocks,  20-70% in bonds,  10-40% in  short-term
instruments,   0-40%  in  international  securities,   and  0-10%  in  specialty
securities.

This  "flexible"  investment  approach  allows  the  fund to take  advantage  of
performance  opportunities as they occur.  Fund performance may be affected by a
variety of factors, such as interest rate changes,  market conditions,  economic
events, and the manager's skill in allocating assets.

The  composition of the asset classes in the neutral mix is designed to create a
diversified  portfolio  emphasizing  total  return.  The fund's  diversification
reduces the  potential  risks of any one asset  class.  No single  mutual  fund,
however, can provide an appropriate balanced investment plan for all investors.

The essence of the fund's  diversification  strategy  is to produce  competitive
returns and limit volatility by owning assets that have  historically  responded
differently under similar market  conditions.  As opportunities  arise or market
conditions  warrant,  the  manager  may  alter  the  fund's  investment  mix and
particular  securities  within each asset class.  The manager  makes  investment
decisions for the fund in a two-

6 Information Regarding the Fund                   American Century Investments


tiered process by: (1)  determining  how the fund's assets should be distributed
among asset classes and (2) deciding which securities should be purchased within
each asset class.

The manager begins the decision  making  process by using a  quantitative  asset
allocation  model and a market  scenario  analysis to  determine  how the fund's
investments  should be distributed among its five asset classes,  without regard
to specific  securities.  This analysis  includes  consideration of the relative
opportunity for capital  appreciation of stocks and bonds,  dividend yields, and
the level of interest rates paid on debt securities of various maturities.

In determining the allocation of assets among U.S. and foreign capital  markets,
the manager also utilizes several analytical  techniques,  including  historical
analyses and projections for economics and markets worldwide.

In selecting  securities  denominated  in foreign  currencies,  the manager will
consider,  among other factors, the impact of foreign exchange rates relative to
the U.S. dollar value of such  securities.  The manager may use forward exchange
currency  contracts  or other  hedging  techniques  to seek to minimize  foreign
exchange rate risks. See "Currency Risk," page 10.

Periodically,  or under extraordinary  circumstances,  the manager recommends an
asset  allocation  strategy  to a committee  of senior  officers  and  portfolio
managers.  Subsequently,  the manager works with the portfolio  management  team
within their  respective  areas of  expertise to implement  changes to the asset
allocation and portfolio holdings.

INVESTMENT CATEGORIES

The types of  securities  the fund may buy  within  each  asset  class and their
strategic  use in pursuing the fund's  objective  are  illustrated  in the table
below and are described more fully on the following pages. Risks related to each
asset class and specific types of investments  are discussed under "Risk Factors
and Investment  Techniques," page 9. See the Statement of Additional Information
for a more detailed discussion of the fund's investment techniques.

- --------------------------------------------------------------------------------
Asset Class          Type of Security            Strategic Use
- --------------------------------------------------------------------------------
Stocks            Large, medium, and             Growth;
                  small capitalization           Growth and
                  stocks traded on               Income
                  U.S. exchanges.
- --------------------------------------------------------------------------------
Bonds             Investment grade               Income
                  corporate and U.S
                  government debt
                  obligations.
- --------------------------------------------------------------------------------
Short-term        High-grade, short-             Preservation of
                  term government                Capital; Income;
                  and corporate                  Liquidity
                  debt instruments.
                  No derivatives.
- --------------------------------------------------------------------------------
International     Stocks: Primarily              Growth,
                  EAFE Index countries           Currency Hedge;
                  (Europe, Australia,            International
                  and the Far East).             Diversification
                  Bonds: Investment-
                  grade corporate and
                  government debt
                  obligations.
- --------------------------------------------------------------------------------
Specialty         Natural resources              Inflation Hedge;
                  stocks; (including gold)       Growth
                  commodity-linked
                  or index-linked notes.
- --------------------------------------------------------------------------------

U.S. Equity Securities

The fund will  generally  invest  25-45% of its total  assets in common  stocks,
preferred stocks,  convertible securities,  and warrants.  These investments may
include stocks of large, medium, and small  capitalization  companies located in
the United States.  In selecting both U.S. and foreign  equity  securities,  the
manager  considers  a variety  of factors  relating  to  dividend  and cash flow
valuation,  earnings  growth,  and the  likelihood  that  earnings  will  exceed
analysts' estimates.

Convertible  securities are bonds,  preferred stocks,  and other securities that
may be  exchanged or converted  into shares of the  issuer's  underlying  common
stock at a specific  price for a specific time period.  The value of convertible
securities  is linked to the price of the  underlying  stock and is sensitive to
interest rate changes and the credit quality of the issuer.


Prospectus                                  Information Regarding the Fund 7


The fund may buy convertible securities rated, at the time of investment, within
the top four rating categories (i.e.,  investment-grade quality) by a nationally
recognized  statistical rating  organization (a "rating agency") or, if unrated,
judged by the manager  under the  supervision  of the Board of Trustees to be of
comparable quality.


U.S. Fixed-Income Securities

The fund will generally  invest 25-45% of its total assets in securities  issued
or guaranteed by the U.S. government and its agencies or  instrumentalities  and
in debt  obligations  issued by U.S.  corporations.  The fund may also invest in
instruments   described   under   "Mortgage-Related   and   Other   Asset-Backed
Securities," page 10.

The  fund   may  buy  debt   securities   rated,   at  the  time  of   purchase,
investment-grade  quality  by a rating  agency  or,  if  unrated,  judged by the
manager,  under the  supervision  of the Board of Trustees,  to be of comparable
quality.  The  maturities of  securities  included in this portion of the fund's
portfolio will generally range from 2 to 30 years and may be adjusted  depending
upon the manager's perception of market and economic conditions.


Short-Term Instruments

The fund will normally invest 10-25% of its total assets in  high-quality  money
market  instruments  with  remaining  maturities  of 13  months  or  less.  Such
instruments may include obligations of U.S. or foreign  governments,  government
agencies,  and  supranational   organizations;   commercial  paper;   short-term
corporate debt obligations;  and high-quality certificates of deposit (including
non-U.S. dollar deposits).

The fund may also  enter  into  repurchase  agreements,  collateralized  by U.S.
government  securities,  with banks or broker-dealers that are deemed to present
minimal  credit  risks.  Credit  risk  determinations  are  made by the  manager
pursuant  to  guidelines  established  by the Board of  Trustees.  A  repurchase
agreement  involves the purchase of a security and a  simultaneous  agreement to
sell the security back to the seller at a higher  price.  Delays or losses could
result if the other party to the agreement defaults or becomes bankrupt.

The fund may invest up to 5% of its total assets in money  market funds  advised
by the manager,  provided  that the  investment  is  consistent  with the fund's
investment policies and restrictions. For temporary defensive purposes, the fund
may invest up to 100% of its assets in short-term instruments.


Foreign Equity and Fixed-Income Securities

The  foreign  securities  segment may  consist of equity  securities  of foreign
issuers  (including common stocks,  preferred stocks,  warrants,  and securities
convertible  into common stocks) as well as debt  securities of foreign  issuers
(including  bonds,  notes and other debt securities,  and obligations of foreign
governments  and  their  political  subdivisions).  The  fund's  foreign  equity
securities  are  generally  issued by  developed  countries  in Europe,  Canada,
Mexico,  Australia,  and  the Far  East.  These  countries'  stock  markets  are
represented  in the Morgan  Stanley  Capital  International's  EAFE Index ("EAFE
Index").

The fund may buy  debt  securities  deemed  by a rating  agency,  at the time of
purchase,  to be of  investment-grade  quality  or,  if  unrated,  judged by the
Manager  under the  supervision  of the board of  trustees  to be of  comparable
quality.

The fund does not intend to invest more than 5% of its net assets in  securities
of issuers  located in developing  countries.  The fund may also invest in other
investment  companies as described under  "Investment  Companies,"  page 11. The
fund will not invest more that 25% of its total assets in  securities of issuers
located in any one  foreign  country.  The  maturities  of foreign  fixed-income
securities included in the fund's portfolio will range from 2 to 30 years.

The fund  may also  invest  in  sponsored  or  unsponsored  American  Depositary
Receipts ("ADRs"),  European  Depositary  Receipts  ("EDRs"),  Global Depositary
Receipts ("GDRs"),  International Depositary Receipts ("IDRs"), or other similar
securities convertible into securities of foreign issuers.


Gold Companies and Natural Resources-
Linked Investments

The fund will  generally  invest 0-10% of its total assets in stocks of domestic
and foreign  companies  that are engaged in exploring for,  mining,  processing,
fabricating,  or otherwise  dealing in gold and other  precious  metals (such as
silver and platinum) or other


8 Information Regarding the Fund                    American Century Investments


natural resources.  Stocks included in this category must be issued by a company
that  derives  fifty  percent or more of its revenue or net profits  from one or
more of these activities.  This segment may also include structured notes, which
are described on page 14.


RISK FACTORS AND INVESTMENT TECHNIQUES

The fund is a convenient  way to diversity  while  seeking  total  return.  Risk
exposure  to any one asset  class is  limited  by the  allocation  of the fund's
assets among various  investment  categories.  The fund may be  appropriate  for
investors seeking one-stop diversification across various investment categories,
both in the U.S.  and  abroad.  The fund  works  best  for  long-term  investors
prepared to ride out the markets' up and downs.

The  fund  cannot  assure  that  the  techniques  it uses  will  be  successful.
Diversification  among asset classes will not necessarily  protect the fund from
loss; it is possible  that several of the fund's asset  classes will  experience
losses simultaneously under certain market conditions.


EQUITY SECURITIES

Equity securities are subject to the risks of stock market investing,  including
the  possibility  of sudden or  prolonged  market  declines as well as the risks
associated with individual companies. The fund may invest in stocks of companies
of large, medium, or small  capitalization.  Investing in smaller, less seasoned
companies  may  present  greater  opportunities  for growth but also may involve
greater risks than are customarily associated with more established companies.


FIXED-INCOME SECURITIES

Fixed-income securities are affected primarily by changes in interest rates. The
prices of these securities tend to rise when interest rates fall, and conversely
fall when interest rates rise.  Interest rate changes will have a greater effect
on the  fund if it is  heavily  invested  in  long-term  or  zero-coupon  bonds.
Fixed-income securities may also be affected by changes in the credit quality of
their issuers.

Securities  rated in the lowest  investment-grade  category may have speculative
characteristics.  Changes in economic conditions or other circumstances are more
likely to lead to a weakened  capacity to make  principal and interest  payments
than is the case for higher grade bonds.  In the event that an existing  holding
is  downgraded  below  investment  grade,  the Fund will seek to  dispose of the
security, but its ability to do so may be limited by its intention to qualify as
a regulated investment company for federal tax purposes.

The fund may purchase  zero-coupon  bonds ("zeros"),  which are debt obligations
that do not  pay  interest  periodically.  Zeros  are  issued  at a  substantial
discount from their maturity value, and this discount is amortized over the life
of the security. Because interest on zeros is not distributed on a current basis
but is, in effect,  compounded,  zeros tend to be subject to greater market risk
than interest-paying securities with similar maturities.


FOREIGN SECURITIES

Foreign  securities  may  present  unique  investment  opportunities;   however,
overseas  investing  involves  risks not  associated  with  domestic  investing.
Foreign  securities markets are not always as efficient as those in the U.S. and
are often less liquid and more volatile.

Other risks involved in investing in the securities of foreign  issuers  include
differences in accounting, auditing and financial reporting standards; generally
higher   commission   rates  on  foreign   portfolio   transactions;   political
instability,  which could  affect U.S.  investments  in foreign  countries;  and
potential restrictions on the flow of capital.

The extent of the support of foreign government obligations varies. Some foreign
government  obligations are direct  obligations of the foreign  government.  The
payment of principal and interest is unconditionally guaranteed on certain other
foreign government securities.  Other foreign government obligations are neither
direct  obligations  of, nor  guaranteed  by, a foreign  government  but involve
government sponsorship in one way or another, such as specific collateralization
or support by the credit of the issuing  government  agency or  instrumentality.
Foreign taxes can also affect the fund's performance.  For further details,  see
"Taxes," page 23 and the Statement of Additional Information.


Prospectus                                  Information Regarding the Fund  9


CURRENCY RISK

Currency risk will affect the value of  foreign-currency-denominated  securities
when foreign  exchange rates  fluctuate.  Currency risks are generally higher in
lesser  developed  markets.  The fund may,  however,  engage in foreign currency
transactions to protect its portfolio against  fluctuations in currency exchange
rates in relation to the U.S.  dollar.  Such foreign  currency  transactions may
include forward foreign currency contracts,  currency exchange transactions on a
spot (i.e., cash) basis, put and call options on foreign currencies, and foreign
exchange futures contracts.


GOLD COMPANIES AND NATURAL RESOURCES-
LINKED INVESTMENTS

When the economy is threatened by inflation,  the fund may increase its holdings
in gold stocks to benefit from rising  commodities prices and offset bond market
declines.  Based upon  historical  experience,  during  periods of  economic  or
financial  instability,  the prices of securities of companies  included in this
segment  reflect  the  price  volatility  of gold and other  natural  resources.
Instability  of prices may affect  earnings of such  companies and may adversely
affect the financial  condition of such companies.  In addition,  some companies
involved  in  natural  resources  businesses  may also be  subject  to the risks
generally  associated with extraction of natural  resources,  such as oil spills
and vulnerable to natural disasters  including,  but not limited to fire, flood,
and drought.


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

For additional  information  regarding investment practices of the fund, see the
Statement of Additional Information.


PORTFOLIO TURNOVER

The portfolio  turnover  rate of the fund is 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 the fund's  objectives.
The manager  believes that the rate of portfolio  turnover is irrelevant when it
determines a change is in order to achieve those  objectives  and,  accordingly,
the annual portfolio turnover rate cannot be anticipated.

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


WHEN-ISSUED AND FORWARD COMMITMENT
AGREEMENTS

The fund may sometimes  purchase new issues of  securities  on a when-issued  or
forward  commitment  basis when, in the opinion of the manager,  such  purchases
will further the  investment  objectives of the fund.  The price of  when-issued
securities  is  established  at the time the  commitment  to  purchase  is made.
Delivery and payment for these  securities  typically occurs 15 to 45 days after
the commitment to purchase.  Market rates of interest on debt  securities at the
time of  delivery  may be  higher  or lower  than  those  contracted  for on the
security. Accordingly, the value of each security may decline prior to delivery,
which could result in a loss to the fund.


MORTGAGE-RELATED AND OTHER
ASSET-BACKED SECURITIES

The fund may purchase mortgage  pass-through  securities,  subject to the fund's
limits on investments in U.S.  fixed-income  securities.  Mortgage  pass-through
securities represent interests in "pools" of mortgages in which payments of both
interest and  principal on the  securities  are generally  made  monthly.  These
monthly mortgage  payments are in effect "passed through" to the security holder
(minus fees paid to the security's issuer or guarantor). These securities may be
subject to prepayment risk.

The primary  issuers of mortgage  securities are the Federal  National  Mortgage
Association  ("FNMA"),  the Federal Home Loan Mortgage Corporation ("FHLMC") and
the Government National Mortgage Association ("GNMA"). Payments of principal and
interest on GNMA  securities are guaranteed by GNMA and backed by the full faith
and  credit  of  the  U.S.  government.   Because  FNMA  and  FHLMC  have  close
relationship  with the U.S.  government,  even though their  securities  are not
backed by the full faith

10 Information Regarding the Fund                   American Century Investments


and credit of the U.S. government, they are high-quality securities with minimal
credit risks.

The fund may also invest in collateralized mortgage obligations. See "Derivative
Securities" on this page for more details.


BORROWING

The fund may borrow money only for temporary or emergency  purposes.  Borrowings
are not expected to exceed 5% of the fund's total assets.


PORTFOLIO LENDING

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


RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
SEC has  taken  the  position  that  the  liquidity  of such  securities  in the
portfolio of a fund offering redeemable securities is a question of fact for the
board  of  trustees  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 Trustees 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
Trustees of the fund 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 manager will consider  appropriate  remedies to
minimize the effect on such fund's liquidity.  The fund may not invest more than
15% of its net 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).


INVESTMENT COMPANIES

The fund is  seeking  an  exemptive  order from the SEC to permit it to invest a
portion of its assets in the American  Century--Benham  European Government Bond
Fund (the "EuroBond Fund"), a series of the American Century  International Bond
Funds,  and any  future  international  funds  established  and  managed  by the
manager.  There is, however,  no assurance that the fund will be able to receive
the necessary exemptive order.

The manager believes that by investing in foreign  securities through investment
in funds such as the  EuroBond  Fund,  the fund may achieve  economies  of scale
resulting  in lower fees paid to managers  skilled in  international  investing;
lower  custodial,   brokerage  and  other  transactional   costs,  and  enhanced
diversification of the fund's assets.

The EuroBond Fund's investment objective is to seek over the long term as high a
level of total return as is consistent  with  investment in the  highest-quality
European government debt securities.  To avoid paying duplicative fees, the fund
will not pay the manager advisory fees for any portion of its assets invested in
any fund advised by the manager or its affiliates.


DERIVATIVE SECURITIES

The fund may invest in securities that are commonly  referred to as "derivative"
securities.  Generally,  a derivative  is a financial  arrangement  the value of
which is based on, or "derived" from, a traditional


Prospectus                                     Information Regarding the Fund 11



security,  asset,  or  market  index.  Certain  derivative  securities  are more
accurately   described  as   "index/structured"   securities.   Index/structured
securities  are  derivative  securities  whose value or performance is linked to
other equity  securities  (such as depositary  receipts),  currencies,  interest
rates, indices or other financial indicators ("reference indices").

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

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

The fund may not invest in a derivative  security  unless the reference index or
the  instrument to which it relates is an eligible  investment for the Fund. For
example,  a security whose  underlying value is linked to the price of oil would
not be a  permissible  investment  since the fund may not  invest in oil and gas
leases or futures.

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

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

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 fund may use derivatives to enhance return and for hedging,  not leveraging,
purposes.  A description  of the  derivatives  that the fund may use and some of
their associated risks follows.

The Board of Trustees has approved the manager's policy regarding investments in
derivative securities.  That policy specifies factors that must be considered in
connection with a pruchase 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  Trustees  as  necessary.  In  addition,  the Board will review the
manager's policy for investments in derivative securities annually.

INTEREST RATE FUTURES
CONTRACTS AND OPTIONS THEREON

The  fund may buy or sell  interest  rate  futures  contracts  relating  to debt
securities ("debt futures," i.e., futures relating to indexes on types or groups
of bonds)  and  write or buy put and call  options  relating  to  interest  rate
futures contracts.

For options sold, the fund will segregate cash or  high-quality  debt securities
equal to the value of  securities  underlying  the  option  unless the option is
otherwise covered.

The  fund  will  deposit  in  a  segregated  account  with  its  custodian  bank
high-quality  debt  obligations  maturing  in one year or less,  or cash,  in an
amount equal to the  fluctuating  market value of long futures  contracts it has
purchased,  less any margin deposited on its long position.  It may hold cash or
acquire such debt obligations for the purpose of making these deposits.

The fund may use futures  and options  transactions  to maintain  cash  reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to pursue higher investment  returns when a futures contract is priced
more attractively than its underlying security or index.

Since futures contracts and options thereon can replicate  movements in the cash
markets  for the  securities  in which a fund  invests  without  the large  cash
investments  required  for dealing in such  markets,  they may subject a fund to
greater and more volatile risks than might otherwise be the case. The principal


12 Information Regarding the Fund                   American Century Investments


risks related to the use of such instruments are (1) the offsetting  correlation
between  movements in the market  price of the  portfolio  investments  (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect;  (2)  possible  lack of a liquid  secondary  market for  closing  out
futures or option  positions;  (3) the need of additional  portfolio  management
skills  and  techniques;  and  (4)  losses  due to  unanticipated  market  price
movements.  For a hedge to be  completely  effective,  the  price  change of the
hedging instrument should equal the price change of the securities being hedged.
Such  equal  price  changes  are not  always  possible  because  the  investment
underlying the hedging  instrument may not be the same  investment that is being
hedged.

The ordinary spreads between prices in the cash and futures markets,  due to the
differences  in the nature of those markets,  are subject to distortion.  Due to
the  possibility  of  distortion,  a correct  forecast of general  interest rate
trends  by  management  may  still  not  result  in  a  successful  transaction.
Management  may be  incorrect  in its  expectations  as to the extent of various
interest rate movements or the time span within which the movements take place.

See the Statement of Additional  Information for further information about these
instruments and their risks.


FORWARD FOREIGN CURRENCY
EXCHANGE CONTRACTS

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

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

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

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

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

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

If the fund  enters  into a forward  contract,  the fund,  when  required,  will
instruct its custodian bank to segregate cash or liquid high-grade securities in
a separate  account in an amount  sufficient to cover its  obligation  under the
contract.  Those assets will be valued at market daily,  and if the value of the
segregated  securities declines,  additional cash or securities will be added so
that the  value  of the  account  is not less  than  the  amount  of the  fund's
commitment.

Predicting the relative future values of currencies is very difficult, and there
is no  assurance  that any attempt to protect a fund  against  adverse  currency
movements through the use of forward foreign currency exchange contracts will be
successful. In addition, the use of forward foreign currency exchange


Prospectus                                  Information Regarding the Fund    13


contracts  tends to limit the potential  gains that might result from a positive
change in the relationships between the foreign currency and the U.S. dollar.


WARRANTS

Warrants are instruments  issued by a corporation that give the holder the right
to subscribe to a specific  amount of the  corporation's  capital stock at a set
price for a specified  period of time.  The fund may invest up to 10% of its net
assets in  warrants,  except  that this  limitation  does not apply to  warrants
acquired in units or attached to securities.


COLLATERALIZED MORTGAGE OBLIGATIONS

Collateralized  mortgage  obligations are  mortgage-backed  securities issued by
government agencies; single-purpose,  stand-alone financial subsidiaries; trusts
established by financial institutions; or similar institutions.  CMOs are hybrid
instruments  with  characteristics  of both  mortgage-backed  bonds and mortgage
pass-through securities.  Similar to a bond, interest and principal on a CMO are
paid monthly,  quarterly,  or semiannually.  CMOs may be collateralized by whole
mortgage loans but are more typically  collateralized  by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC, or FNMA.

CMOs are categorized in multiple classes, or "tranches," with each class bearing
a  different   stated  maturity.   Monthly  payments  of  principal,   including
prepayments,  are returned to investors in ascending order of the maturity class
they hold.

Floating-rate CMO tranches  ("floaters") pay a variable rate of interest that is
usually tied to the London Interbank Offered Rate. "Super floaters" (which float
a certain  percentage above LIBOR) and "inverse floaters" (which float inversely
to LIBOR) are  variations  on the floater  structure  with highly  variable cash
flows.  The yield of any floater is sensitive to the rate of prepayments as well
as to the level of the applicable  index.  Low levels of the index will reduce a
floater's  yield,  while an  interest  rate cap on the  floater  will  limit the
floater's  yield  when the  level of the  index  is  high.  Because  the rate of
interest paid on an inverse  floater often varies  inversely  with a multiple of
the index,  any change in the index may have an exaggerated  effect on the yield
of the inverse floater.


STRUCTURED NOTES

The fund may  invest up to 5% of its  total  assets in  structured  notes  whose
coupons  or  principal  value  is  linked  to the  performance  of a  particular
commodity  or index  price.  Structured  notes may have  return  characteristics
similar to direct  investments  in the  underlying  instrument or to one or more
options on the underlying instrument. Structured notes may be more volatile than
the underlying instrument itself and present many of the same risks as investing
in futures  and  options.  Structured  notes are also  subject  to credit  risks
associated with the issuer of the security.  The fund's investment in structured
notes is subject to the limits of the fund's  investment  in gold  companies and
natural resources-linked investments as well as to considerations related to the
Fund's tax status.


CASH MANAGEMENT

The fund may  invest up to 5% of its  total  assets  in any  money  market  fund
advised by the manager,  provided that the  investment  is  consistent  with the
fund's investment policies and restrictions.


OTHER TECHNIQUES

The  manager  may buy  other  types of  securities  or  employ  other  portfolio
management  techniques on behalf of the fund. When SEC guidelines  require it to
do so, the fund will set aside cash or appropriate liquid assets in a segregated
account  to cover  the  fund's  obligations.  See the  Statement  of  Additional
Information for a more detailed  discussion of those investments and some of the
risks associated with them.


PERFORMANCE ADVERTISING

From time to time, the fund may advertise performance data. Fund performance may
be  shown  by  presenting  one  or  more  performance  measurements,   including
cumulative  total return or average  annual total  return,  yield and  effective
yield.

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
period of time.  Average  annual total  return is  determined  by computing  the
annual compound return over a stated period of time that would have


14 Information Regarding the Fund                   American Century Investments


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

A quotation of yield  reflects the fund's income over a stated period  expressed
as a percentage of the fund's share price.  The effective yield is calculated in
a similar manner,  but, when annualized,  the income earned by the investment is
assumed to be reinvested.  The effective  yield will be slightly higher than the
yield because of the compounding effect on the assumed reinvestment.

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.  The SEC yield should be
regarded as an estimate of the fund's rate of investment  income, and it may not
equal  the  fund's  actual  income  distribution  rate,  the  income  paid  to a
shareholder's   account,   or  the  income  reported  in  the  fund's  financial
statements.

The fund may also include in advertisements data comparing  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services) 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.  Fund 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 fund is historical in nature and
is not  intended to represent or  guarantee  future  results.  The value of fund
shares when redeemed may be more or less than their original cost.


Prospectus                                  Information Regarding the Fund    15


HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS


AMERICAN CENTURY INVESTMENTS

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


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 21.


HOW TO OPEN AN ACCOUNT

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

The minimum investment is $2,500 ($1,000 for IRA accounts).  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 
     o  If more than one account, account numbers and 
        amount to be invested in each account.


16 How to Invest with American Century Investments  American Century Investments



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


By Telephone

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


By Online Access

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


By Wire

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page 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 American Century Target Maturities Trust,
and at the close of the  Exchange  for all of our other  funds.  See "When Share
Price is Determined," page 22.

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


Prospectus                    How to Invest with American Century Investments 17


Investor Services Guide for further information about exchanges.


By Mail

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


By Telephone

You can make  exchanges  over the  telephone  (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.

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 to you upon  request,  or by a letter  to us.  Certain
redemptions may require a signature guarantee. Please see "Signature Guarantee,"
page 19.


By Telephone

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


By Check-A-Month

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


Other Automatic Redemptions

If you have at least a $10,000  balance in your  account,  you may elect to make
redemptions  automatically by authorizing us to send funds directly 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.  Once the funds are transmitted,  the time of
receipt and the funds' availability are not under our control.


REDEMPTION OF SHARES IN
LOW-BALANCE ACCOUNTS

Whenever  the shares held in an account  have a value of less than the  required
minimum, a letter will


18 How to Invest with American Century Investments  American Century Investments


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  proceeds  from the
redemption will be sent by check to your address of record. We reserve the right
to increase the investment minimums.


SIGNATURE GUARANTEE

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

o redeeming more than $25,000; or 
o establishing or increasing a Check-A-Month or
  automatic transfer on an existing account.

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

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

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


SPECIAL SHAREHOLDER SERVICES

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

Our special shareholder services include:


Automated Information Line

We offer an Automated  Information  Line, 24 hours a day,  seven days a week, at
1-800-345-8765.  By calling the Automated  Information  Line,  you may listen to
fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.


Online Account Access

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


Prospectus                    How to Invest with American Century Investments 19



tions 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.

(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.


20 How to Invest with American Century Investments  American Century Investments



REPORTS TO SHAREHOLDERS

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

With the exception of most automatic transactions, each time you invest, redeem,
transfer  or  exchange   shares,   we  will  send  you  a  confirmation  of  the
transactions. 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  31st of each year,  we will send you reports that you may
use in completing your U.S. income tax return.  See the Investor  Services Guide
for more information.

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


EMPLOYER-SPONSORED RETIREMENT
PLANS AND INSTITUTIONAL ACCOUNTS

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

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

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

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


Prospectus                   How to Invest with American Century Investments  21



ADDITIONAL INFORMATION YOU SHOULD KNOW


SHARE PRICE
WHEN SHARE PRICE IS DETERMINED

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

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

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

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

Investment and  transaction  instructions  received by us on any business day by
mail before the net asset value is  determined  will  receive  that day's price.
Investments  and  instructions  received  after that time will receive the price
determined on the next business day.

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


HOW SHARE PRICE IS DETERMINED

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

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

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 Trustees.


WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the fund is published in leading  newspapers  daily.  The
net asset value of, as well as yield  information on the fund and other funds in
the  American  Century  family of funds,  may be  obtained  by  calling us or by
accessing our Web site at www.americancentury.com.


22 Additional Information You Should Know           American Century Investments


DISTRIBUTIONS

Distributions  from net  investment  income  are  declared  and paid  quarterly.
Distributions from net realized securities gains, if any, generally are declared
and paid once a year,  but the fund may make  distributions  on a more  frequent
basis to comply with the distribution requirements of the Internal Revenue Code,
in all events in a manner consistent with the provisions of the 1940 Act.

You will begin to participate in the  distributions  the day after your purchase
is  effective.  See "When  Share  Price is  Determined,"  page 22. If you redeem
shares,  you  will  receive  the  distribution  declared  for  the  day  of  the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

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

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  redusced  by the  amount of the  distribution.  If you buy your
shares through a taxable account just before the distribution,  you will pay the
full price for your shares and then receive a portion of the purchase price back
as a taxable distribution. See "Taxes," this page.


TAXES

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


TAX-DEFERRED ACCOUNTS

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

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


TAXABLE ACCOUNTS

If fund shares are purchased  through  taxable  accounts,  distributions  of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income, except as described below. The dividends from net income of the
fund do not qualify for the 70%  dividends-received  deduction for  corporations
since they are derived from interest  income.  Distributions  from net long-term
capital gains are taxable as long-term capital gains regardless of the length of
time 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.

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 capital gain distribution,  you must pay income taxes on
the distribution,  even though the value of your investment (plus cash received,
if any) will not have  increased.  In addition,  the share price at the time you
purchase shares may include unrealized gains in the securities held in the


Prospectus                            Additional Information You Should Know  23


investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains.

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

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

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

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


MANAGEMENT

INVESTMENT MANAGEMENT

The fund is a series  of the  American  Century  Manager  Funds  (the  "Trust"),
organized as a Massachusetts  business trust on July 12, 1994. Under the laws of
the  Commonwealth  of  Massachusetts,  the Board of Trustees is responsible  for
managing the business and affairs of the Trust. Acting pursuant to an investment
advisory  agreement  entered  into with the  Trust,  the  manager  serves as the
investment  advisor  to the  fund.  Its  principal  place  of  business  is 1665
Charleston Road, Mountain View, California 94043. The manager has been providing
investment  advisory  services to  investment  companies and other clients since
1971.

In  June  1995,  American  Century  Companies,   Inc.  ("ACC")  acquired  Benham
Management  International,  Inc., the then-parent company of the manager. In the
acquisition, the manager became a wholly owned subsidiary of ACC.

The manager  supervises  and manages the  investment  portfolio  of the fund and
directs the purchase and sale of its investment securities. It utilizes teams of
portfolio managers, assistant portfolio managers and analysts acting together to
manage the  assets of the fund.  The teams meet  regularly  to review  portfolio
holdings and to discuss purchase and sale activity. The teams adjust holdings in
the  funds'  portfolios  as they  deem  appropriate  in  pursuit  of the  funds'
investment objective.  Individual portfolio manager members of the team may also
adjust portfolio holdings of a fund or of sectors of a fund as necessary between
team meetings.

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

Jeffrey Tyler,  Senior Vice  President,  has been primarily  responsible for the
day-to-day  management  of the fund since  December  1994.  Mr.  Tyler heads the
manager's fixed income portfolio  department and joined the manager in 1987. Mr.
Tyler has a bachelor's degree in Business Economics from the University of


24 Additional Information You Should Know           American Century Investments



California  at Santa  Barbara and a Master of  Management  degree in Finance and
Economics from Northwestern University.

Dong Zhang,  Portfolio Manager,  has been responsible for the equity investments
of the fund since June 1996.  Mr.  Zhang joined the manager in 1993 and received
his Ph.D. in Physics from Stanford University.

Brian Howell,  Portfolio Manager,  has been a member of the portfolio management
team that  manages the fund since June 1996.  Mr.  Howell  joined the manager in
1987 as a research  analyst and was promoted to his current  position in January
1994.

The activities of the manager are subject only to direction of the Trust's Board
of Trustees.  For the services  provided to the funds,  the manager  receives an
annual fee which cannot exceed 0.65% of average daily net assets.  The manager's
fee drops to a marginal rate of 0.27% of average daily net assets as the Trust's
assets increase.


CODE OF ETHICS

The Trust and the manager have adopted a Code of Ethics, that restricts personal
investing practices by employees of the manager and its affiliates.  Among other
provisions,   the  Code  of  Ethics  requires  that  employees  with  access  to
information  about the purchase or sale of securities  in the funds'  portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These  provisions  are  designed  to  ensure  that  the  interests  of the  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, (the "transfer agent") acts as transfer agent and  dividend-paying  agent
for the fund. It provides facilities, equipment and personnel to the fund and is
paid for such services by the fund. For administrative  services,  the fund pays
the  transfer  agent a  monthly  fee equal to its pro rata  share of the  dollar
amount  derived from  applying the average  daily net assets of all of the funds
managed by the manager.  The  administrative fee rate ranges from 0.11% to 0.08%
of average daily net assets, dropping as assets managed by the manager increase.
For transfer agent services,  the fund pays the transfer agent a monthly fee for
each  shareholder  account  maintained  and  for  each  shareholder  transaction
executed during that month.

The fund  charges  no sales  commissions,  or  "loads,"  of any  kind.  However,
investors  who do not choose to purchase or sell fund shares  directly  from the
transfer   agent  may   purchase   or  sell  fund  shares   through   registered
broker-dealers and other qualified service  providers,  who may charge investors
fees for their services.  These  broker-dealers and service providers  generally
provide  shareholder,  administrative  and/or  accounting  services  which would
otherwise be provided by the transfer agent. To accommodate these investors, the
manager and its affiliates have entered into agreements with some broker-dealers
and service  providers to provide  these  services.  Fees for such  services are
borne  normally by the fund at the rates  normally  paid to the transfer  agent,
which would otherwise provide the services. Any distribution expenses associated
with these arrangements are borne by the manager.

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

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  or its
affiliates.

The manager and transfer  agent are both wholly  owned by ACC.  James E. Stowers
Jr., Chairman of the

Prospectus                             Additional Information You Should Know 25


Board of Directors of ACC, controls ACC by virtue of his ownership of a majority
of its common stock.


DISTRIBUTION OF FUND SHARES

The fund's shares are distributed by American Century Investment Services,  Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the manager.
The manager pays all expenses for  promoting  and  distributing  the fund shares
offered by this Prospectus.  The fund 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.


EXPENSES

The fund pays certain operating  expenses directly,  including,  but not limited
to: custodian, audit, and legal fees; fees of the independent trustees; costs of
printing and mailing prospectuses,  statements of additional information,  proxy
statements, notices, and reports to shareholders;  insurance expenses; and costs
of  registering  the fund's shares for sale under  federal and state  securities
laws. See the Statement of Additional Information for a more detailed discussion
of independent trustee compensation.


FURTHER INFORMATION ABOUT AMERICAN CENTURY

The Trust is a diversified, open-end management investment company. Its business
and affairs  are managed by its  officers  under the  direction  of its Board of
Trustees.

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

The fund is an  individual  series of the Trust which issues  shares with no par
value. Each series is commonly referred to as a fund. Currently, the fund is the
only existing series of the Trust.  In the event that  additional  series of the
Trust are  created,  the assets  belonging to each series of shares will be held
separately by the custodian and in effect each series will be a separate fund.

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

Shares have non-cumulative  voting rights,  which means that the holders of more
than 50% of the  votes  cast in an  election  of  trustees  can elect all of the
trustees 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 Trustees.

Unless  required by the 1940 Act, it will not be necessary for the Trust to hold
annual meetings of  shareholders.  As a result,  shareholders  may not vote each
year on the  election of  trustees  or the  appointment  of  auditors.  However,
pursuant to the Trust's by-laws, the holders of shares representing at least 10%
of the votes  entitled  to be cast may  request  that the  Trust  hold a special
meeting of shareholders.  The Trust 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.

This  Prospectus  constitutes  an offer to sell  securities  of the fund only in
those states where the fund's shares have been registered or otherwise qualified
for sale. The fund will not accept  applications from persons residing in states
where the fund's shares are not registered.


26 Additional Information You Should Know           American Century Investments


                                     NOTES


Prospectus                                                              Notes 27


                                     NOTES


28 Notes                                            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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