AMERICAN CENTURY MANAGER FUNDS
N-30D, 1997-01-29
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                                  ANNUAL REPORT

                            [american century logo]
                                    American
                                  Century(sm)

                                NOVEMBER 30, 1996


                                    AMERICAN
                                     CENTURY
                                      GROUP


                                 Capital Manager

                                 [front cover]


                                TABLE OF CONTENTS

Report Highlights ..................................1
Our Message to You .................................2
Period Overview ....................................3
Performance Information ............................5
Management Q & A ...................................6
Schedule of Investments ............................9
Statement of Assets and Liabilities ...............15
Statement of Operations ...........................16
Statements of Changes in Net Assets ...............17
Notes to Financial Statements .....................18
Financial Highlights ..............................21
Independent Auditors' Report ......................22
IRA/403(b) Information ............................23
Background Information
     Investment Philosophy & Policies .............24
     Comparative Indices ..........................24
     Lipper Rankings ..............................24
Glossary ..........................................25


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


                 American Century Investments -- Family of Funds


     Benham Group         American Century Group       Twentieth Century Group
                                                                              
  MONEY MARKET FUNDS        ASSET ALLOCATION &                                
 GOVERNMENT BOND FUNDS        BALANCED FUNDS                GROWTH FUNDS      
DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS       INTERNATIONAL FUNDS  
 MUNICIPAL BOND FUNDS         SPECIALTY FUNDS          
                                                  
                                                  
                              Capital Manager     


We welcome your comments or questions about this report.  See the back cover for
ways to contact us by mail, phone or e-mail.

Twentieth  Century and The Benham Group are registered marks of American Century
Services Corporation and Benham Management Corporation,  respectively.  American
Century is a service mark of American Century Services Corporation.

                                                    American Century Investments


                                REPORT HIGHLIGHTS


Period Overview


o  U.S.  stocks posted strong  returns  during the year ended November 30, 1996,
   with the major stock  indices  returning  more than 20%.  However,  large-cap
   stocks had substantially higher returns than small-cap stocks.

o  Despite a somewhat  volatile year, U.S. bonds finished with slightly positive
   returns.  After  suffering  declines  -during  the first half of 1996,  bonds
   rebounded in October and November.

o  Foreign stock returns were generally positive,  although a strengthening U.S.
   dollar reduced returns in many of these markets.  Strong performers  included
   northern  Europe and Hong Kong,  while the two largest markets outside of the
   U.S.--Japan and the U.K.--struggled.

o  Foreign bond markets benefited from government  deficit-reduction efforts and
   interest rate cuts by many of the world's  central banks.  However,  for U.S.
   investors, the stronger dollar reduced foreign bond returns to the same level
   as domestic bonds.


Capital Manager


o  The fund outperformed its benchmark but  underperformed its Lipper peer group
   average during the fiscal year.

o  The fund was consistently overweighted in foreign stocks during the year, but
   we  made  several  adjustments  to its  domestic  holdings.  We  overweighted
   domestic  stocks  and  underweighted  U.S.  bonds  early in the year,  but we
   reversed  this  position  in the summer.  By the end of the period,  the fund
   returned to a roughly neutral asset mix (except for an overweighted  position
   in foreign stocks).

o  Going forward, we see more value overseas than we do domestically, so we plan
   to overweight the fund's foreign  investments  while remaining neutral in its
   U.S. holdings.

o  Foreign stocks should benefit from improving  global  economies and increased
   fiscal responsibility.  We're more wary of the U.S. stock market, although we
   see some value among small-cap stocks.

o  We expect  moderating  economic growth to result in a fairly stable U.S. bond
   market,  but we are  keeping an eye on  inflation  and  congressional  budget
   reform.


                                 Capital Manager

                          Total Returns:AS OF 11/30/96
                                 6 Months 8.82%*
                                  1 Year 15.58%

                            Net Assets:$83.0 million
                                (AS OF 11/30/96)

                            Inception Date: 12/1/94

                              Ticker Symbol: BCMFX

                               * Not annualized.


Annual Report                                            Report Highlights     1


                               OUR MESSAGE TO YOU

[photo of James E. Stowers III and James M. Benham]

   The fiscal year ended  November 30, 1996,  was an eventful  one,  both in the
global financial  markets and for our company.  The U.S. stock market rallied to
all-time  highs in late  spring and from late  summer  into fall.  After a rocky
period in the first half of the year,  U.S. bonds  stabilized  during the summer
and enjoyed a rebound in October and  November.  Foreign  stock and bond markets
also produced  positive  returns during the period.  In the following pages, our
investment  management  team provides  further details about the markets and how
your fund was managed during the period.

   On the corporate front, we completed the operational integration of Twentieth
Century  and The Benham  Group in  September.  As a result,  you now have direct
access to a broader spectrum of funds and services.

   We also changed the name of our company. On January 1, 1997, we began serving
you as American Century  Investments,  which reflects our expanded  identity and
the  independent  thinking  common to  Twentieth  Century and  Benham.  American
Century's  fund  family is divided  into three  groups--the  Benham  Group,  the
American Century Group and the Twentieth Century Group. The Capital Manager fund
has  moved  into the  American  Century  Group  because  the  fund's  investment
characteristics--diversification  and asset  allocation--match key attributes of
that group.

   This report is the first in a new annual  report format  designed  using your
input.  We hope  you  find it more  informative  and  easier  to  read.  Another
informative  resource is the  American  Century Web site.  If you use a personal
computer  and have  Internet  access,  we've made it easier for you to  download
information  about American Century funds and access your fund accounts.  With a
personal  access code,  you can view account  balances,  exchange  money between
existing  accounts  and make  additional  investments.  The Web site address is:
www.americancentury.com.  We are one of the first fund companies to offer direct
on-line transactions via the Internet.

   These are  examples  of how we continue  to work to provide  information  and
services that are useful and convenient to investors in our funds. Thank you for
investing with us.

Sincerely,

/s/James E. Stowers III
James E. Stowers III
President and Chief Executive Officer
American Century Companies


/s/James M. Benham
James M. Benham
Vice Chairman
American Century Companies


2     Our Message to You                            American Century Investments


                                 PERIOD OVERVIEW

U.S. Stocks

   Repeating their 1995 performance,  U.S. stocks posted strong returns in 1996.
For the year ended  November 30, 1996, the major U.S. stock indices (such as the
S&P 500 and Nasdaq  Composite)  produced returns in excess of 20% and repeatedly
reached record highs throughout the year.

   Strong  corporate  earnings  growth  was the main  reason  for the 1995 stock
rally,  but this year's  gains were  driven  primarily  by incoming  cash flows.
Investors poured more than $200 billion into stock mutual funds in 1996,  nearly
doubling  the record set in 1993.  This  remarkable  demand  pushed stock prices
higher and prompted a slew of stock  offerings from both  established  and newly
public companies.

   Although U.S. stock returns were strong across the board,  changing  investor
behavior led to a divergence  between the  performance  of  large-capitalization
stocks (such as those in the S&P 500) and  small-capitalization  stocks (such as
those in the Russell 2000). Evidence of weaker economic growth in the last three
months of the period fueled concerns about slowing earnings growth. As a result,
many investors  migrated to the largest,  most liquid companies  available,  and
this  "flight to  quality"  pushed  large-cap  stocks up  dramatically.  Between
September and November, the S&P 500 surged by more than 16%, while the small-cap
Russell  2000 rose by less than 7% during the same period (see the  accompanying
table for one-year returns).

   Financial and consumer stocks were among the top-performing industry sectors,
along with selected technology shares.  Lagging sectors included steel companies
and electric utility stocks.

U.S. Bonds

   It was a  "coupon-clipping"  year in the U.S. bond  market--slight bond price
losses during the year ended November 30 were largely offset by interest  coupon
payments. For example, the two-year Treasury note posted a total return of 5.17%
during the  period,  while the 30-year  Treasury  bond  returned  3.66% (see the
accompanying table for broad bond index returns).

   However,  the sedate  returns masked some bond market  volatility  during the
period.  After falling in late 1995,  bond yields soared in the first and second
quarters of 1996 when signs of stronger economic growth sparked inflation fears.
The 30-year Treasury bond yield, which had fallen as low as 6% in January,  rose
above 7% by May as the market  priced in a short-term  interest rate increase by
the Federal  Reserve.  This change in yield  equated to a bond price  decline of
more than 12%.

   Bonds  traded  listlessly  throughout  the summer,  reflecting  the  market's
uncertainty  about the economic  outlook.  But the Fed held short-term  interest
rates  steady  through  the  end of  the  period,  and  increasing  evidence  of
moderating economic growth ultimately convinced the bond market that a rate hike
was  unnecessary.  This  conclusion  sparked a  substantial  rebound in the bond
market--Treasury yields fell across the maturity spectrum throughout October and
November.

   Mortgage-backed securities, with their higher yields, were the top-performing
fixed-income sector during the period. Among other bond sectors, corporate bonds
outperformed Treasury and government  securities.  The strengthening economy led
to improving  business  conditions  and better credit  quality  among  corporate
securities, which in turn enhanced the price gains of corporate bonds.


 U.S. STOCK MARKET PERFORMANCE

 For the one-year period ended November 30, 1996

 S&P 500                               27.87%
 Russell 2000                          16.52%



 U.S. BOND MARKET PERFORMANCE

 For the one-year period ended November 30, 1996

 Salomon Brothers Broad
    Investment Grade Bond Index          5.98%
 Lehman Aggregate Bond Index             6.07%


Annual Report                                              Period Overview     3


                                 PERIOD OVERVIEW

Foreign Stocks

   Global stock returns were mixed but generally  positive during the year ended
November 30. Although a number of foreign equity markets  experienced gains that
rivaled or exceeded those of the U.S. stock market,  the Morgan Stanley  EAFE(R)
Index--a broad measure of international stock  performance--returned just 11.76%
(in U.S. dollar terms) during the period.

   Part of the EAFE(R)'s  underperformance relative to the U.S. stock market was
a result of the stronger U.S.  dollar.  The dollar rose by 6% against the German
mark and 13% against the Japanese yen during the year.  But even if the currency
translation is eliminated (see the  accompanying  table),  the EAFE(R)'s  return
still fell short of the U.S. stock market's performance. The main reason was the
performance of the two largest EAFE(R) components, Japan and the United Kingdom.
These  two  markets,  which  together  make up more  than  half of the  EAFE(R),
produced fairly modest gains compared to those in the U.S. and elsewhere.

   Among specific countries,  the stock markets in northern Europe posted strong
gains,  with  the  Netherlands,  France  and  the  Scandinavian  countries  each
returning more than 30%.  Several Eastern European  countries,  including Poland
and the Czech  Republic,  also  produced  solid  returns.  Hong Kong was the top
performer  among  Asian  markets,  while the  Venezuelan  stock  market  led the
emerging  markets with a return of over 200% during the period  (reduced to just
under 100% by currency losses).


Foreign Bonds

   In general, foreign bond markets outperformed the U.S. bond market during the
year ended November 30, but currency losses evened the score for U.S. investors.
The Salomon  Brothers  Non-U.S.  World  Government  Bond Index, a broad index of
foreign  bonds,  posted a total return of 5.72% in U.S.  dollar terms during the
one-year  period,  compared with a 5.98% return for the Salomon  Brothers  Broad
Investment  Grade Bond  Index,  a broad index of  domestic  bonds.  But in local
currencies, the foreign bond index returned 10.70%.

   Many foreign bond markets,  especially  those in Europe,  benefited from slow
economic  growth  and  a  trend  toward  fiscal  responsibility.  Most  European
governments spent the past year lowering  short-term interest rates while trying
to reduce their budget  deficits  before the European  monetary  union occurs in
1999. Lower rates and smaller  deficits are both favorable for bond prices,  and
market returns reflected these conditions.

   The best  performers  during the  one-year  period  were the  "high-yielding"
countries in western Europe (Italy, Spain, Sweden). In the past, bond issuers in
these  countries  were forced to pay higher yields on their bonds because of the
threat of currency devaluations. However, the currency concerns are disappearing
because these countries are expected to join the European monetary union,  which
will have a more stable currency. As a result, the yields in these countries are
converging with the rest of the continent.  Two years ago, Italian 10-year bonds
were yielding around 12%, while comparable  German bonds had a yield of 7%. More
recently,  Italian  bonds  yielded  about 8%,  compared to a 6% yield for German
bonds.  This spread  should  continue to narrow as Economic and  Monetary  Union
approaches.


 FOREIGN STOCK MARKET PERFORMANCE

 For the one-year period ended November 30, 1996

 Morgan Stanley EAFE(R)Index (in U.S. dollars)       11.76%
 Morgan Stanley EAFE(R)Index (in local currencies)   16.62%


 FOREIGN BOND MARKET PERFORMANCE

 For the one-year period ended November 30, 1996

 Salomon Brothers Non-U.S. World Government
    Bond Index (in U.S. dollars)                      5.72%
 Salomon Brothers Non-U.S. World Government
    Bond Index (in local currencies)                 10.70%

4     Period Overview                               American Century Investments

<TABLE>
<CAPTION>

                                 CAPITAL MANAGER


                                                                       6 MONTHS(2)     1 YEAR     LIFE OF FUND(3)


AVERAGE ANNUAL RETURNS (as of November 30, 1996)(1)
<S>                                                                        <C>          <C>            <C>   
   Capital Manager ..................................................      8.82%        15.58%         17.65%
   S&P 500(4) .......................................................     14.41%        27.87%         33.14%
   Lehman Aggregate
   Bond Index(4) ....................................................      7.31%         6.07%         11.71%
   Three-Month Treasury Bill(4) .....................................      2.55%         5.13%          5.40%
   Avg. Flexible Portfolio Fund(5) ..................................      8.50%        16.33%         20.60%
   Fund's Ranking Among
   Flexible Portfolio Funds(6) ......................................      --      95 out of 179  110 out of 143

(1)  Returns are defined in the Glossary on page 25.
(2)  Not annualized.
(3)  Inception date was December 1, 1994.
(4)  See page 24 for more information about these comparative indices.
(5)  According to Lipper Analytical Services. See page 24 for more information about Lipper and the fund's category.
(6)  Rankings determined by Lipper based on average annual total returns for the periods indicated.
</TABLE>


<TABLE>
[line graph - data below]

GROWTH OF $10,000 OVER THE LIFE OF THE FUND

$10,000
investment
made 12/1/94


                  Capital Manager           S&P 500                    Lehman Aggregate          3-Month T-Bill
<S>               <C>                       <C>                        <C>                       <C>  
   12/1/94       $10000                    $10000                     $10000                    $10000
   12/31/94       10130                     10305                      10069                     10047
   1/31/95        10230                     10555                      10268                     10095
   2/28/95        10470                     10936                      10512                     10144
   3/31/95        10710                     11305                      10577                     10192
   4/30/95        10901                     11621                      10725                     10240
   5/31/95        11244                     12043                      11140                     10288
   6/30/95        11324                     12381                      11221                     10336
   7/31/95        11507                     12774                      11196                     10382
   8/31/95        11497                     12770                      11331                     10429
   9/30/95        11700                     13362                      11442                     10475
   10/31/95       11659                     13295                      11590                     10521
   11/30/95       11966                     13841                      11764                     10568
   12/31/95       12137                     14164                      11929                     10614
   1/31/96        12399                     14625                      12008                     10658
   2/29/96        12472                     14727                      11800                     10701
   3/31/96        12498                     14923                      11718                     10745
   4/30/96        12635                     15123                      11652                     10789
   5/31/96        12710                     15469                      11628                     10834
   6/30/96        12714                     15590                      11784                     10880
   7/31/96        12565                     14878                      11817                     10926
   8/31/96        12703                     15158                      11797                     10972
   9/30/96        13005                     16069                      12002                     11018
   10/31/96       13262                     16490                      12268                     11064
   11/30/96       13830                     17699                      12478                     11110

Value on 11/30/96

S&P 500
$17,699

Capital
Manager
$13,830

Lehman
Aggregate
$12,478

3-Month T-Bill
$11,110

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost. The line representing the fund's total return includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the total return lines of the indexes do not.
</TABLE>

[pie chart]

ASSET ALLOCATION (as of November 30, 1996)

Percent of Fund Investments

o   U.S. Stocks 35.3%
o   Foreign Stocks 9.3%
o   U.S. Bonds 36.5%
o   Foreign Bonds 5.3%
o   Money Market
     Securities 11.1%
o   Natural Resources--
     Linked Investments 2.5%

See page 24 for the fund's neutral asset mix.


Annual Report                                              Capital Manager     5


                                 CAPITAL MANAGER


Management Q & A

   An interview with Jeff Tyler,  vice  president and lead portfolio  manager of
American Century Capital Manager.


How did the fund perform?

   For the fiscal year ended  November 30, 1996,  the fund posted a total return
of 15.58%,  compared with the 13.58% return of the fund's benchmark  (defined on
page 24) and the 16.33%  average  return of the 179 "Flexible  Funds" tracked by
Lipper  Analytical  Services.  (See  the  Average  Annual  Returns  table on the
preceding page for other fund performance comparisons.)



Why did the fund outperform its benchmark?

   The fund's  overweighting  in foreign  stocks was a benefit,  as was having a
reduced cash position.  Stock  selection  among both the fund's U.S. and foreign
stock holdings also added value to the fund's return compared to the benchmark.



Why did the fund underperform its peer group average?

   I would  hesitate to call this group the fund's  "peers." The fund is managed
more conservatively than most of the funds in this group, and that tends to be a
handicap when the financial markets--especially  stocks--are performing well. In
addition,  the fund has a relatively rigid asset allocation  structure,  whereas
many of its "peers" have a great deal of flexibility in their asset selection.



Did the fund's asset mix change much during the fiscal year?

   The  adjustments  we made over the past  year  occurred  primarily  among the
fund's domestic  holdings.  At the beginning of the period, we overweighted U.S.
stocks and  underweighted  U.S.  bonds.  After  domestic  stocks  rose and bonds
suffered  losses in the first half of 1996,  we reversed  our position by taking
profits from some of the fund's U.S.  stocks and  investing the proceeds in U.S.
bonds. By the end of the year, the fund returned to a roughly neutral asset mix,
with the only exception being our consistent overweighting in foreign stocks and
a corresponding underweighting in cash.



In the  fund's  semiannual  report  six months  ago,  you had a pretty  negative
outlook  on the  domestic  stock  market,  but now you've  taken a more  neutral
position with the fund's U.S. stock holdings. Why the reversal?

   Six months ago,  the S&P 500 had risen by more than 50% in a year and a half,
and we simply felt there were better investment values elsewhere. But conditions
remained  favorable for  stocks--economic  growth moderated,  inflation remained
low,  corporate  earnings  growth held up and cash flows kept  pouring  into the
market.  So, we gradually  brought the fund's domestic stock holdings back up to
neutral. As it turns out, this portion of the portfolio played a key role in the
fund's  return  during the  period--the  fund's  domestic  stocks are  primarily
concentrated in

[bar graph - data below]

CAPITAL MANAGER FISCAL YEAR-BY-YEAR RETURNS
(Years ended November 30)

                  Capital Manager           Benchmark
   1995           20.12%                    21.99%
   1996           15.58%                    13.58%


This chart  illustrates  the  historical  year-by-year  volatility of the fund's
returns  since  its  inception.  The  fund's  total  returns  include  operating
expenses,  while the benchmark's returns do not. See page 24 for a definition of
the fund's benchmark.

6     Capital Manager                               American Century Investments


                                 CAPITAL MANAGER


larger  companies,  and these stocks produced  tremendous  gains during the last
three months of the period.



Any lingering skepticism about the outlook for U.S. stocks?

   Looking back at the market's 75% gain over the past two years,  it's hard not
to get a little bit of vertigo.  Our two  biggest  concerns  about the  domestic
stock  market going  forward are slowing  corporate  earnings  growth and rising
labor costs. A slower U.S.  economy will likely lead to a slowdown in the growth
of corporate profits, and the recent record lows in unemployment suggest that we
could see increased wage pressures in 1997.

   Despite these  reservations,  we do see some potential  value in the domestic
stock market,  especially among smaller companies.  Small-cap stocks have lagged
their  large-cap  counterparts  in recent  months and are  therefore  relatively
attractive. One significant factor may be capital gains legislation--if Congress
passes a reduction in the capital gains tax rate, it could be the catalyst for a
rally among small-cap stocks.




Looking forward, how do you plan to position the fund over the next six months?

   We currently see more value  overseas than we do  domestically.  As a result,
we'll probably  maintain the fund's neutral  weightings in U.S.  stocks and U.S.
bonds while overweighting foreign stocks and bonds.




The fund has been  overweighted in foreign stocks almost since its inception two
years ago. Do you still think this is an attractive sector?

   Absolutely. The incredible performance of U.S. stocks over the past couple of
years has overshadowed some solid returns from foreign equities. From a relative
value  perspective,  foreign stocks  continue to look more attractive to us than
U.S. equities.


 FUND'S U.S. STOCKS (as of November 30, 1996)
    Number of Companies   141
    Dividend Yield       1.96%
    Price/Earnings Ratio 16.0

                                            % of Fund's    % of
                                            U.S. Stocks    Fund

    Top 5 U.S. Stocks
    Atlantic Richfield Co.                    2.9%         1.1%
    BankAmerica Corp.                         2.8%         1.1%
    SBC Communications Inc.                   2.5%         0.9%
    American International Group, Inc.        2.4%         0.9%
    Travelers Group, Inc.                     2.3%         0.9%



 FUND'S FOREIGN STOCKS (as of November 30, 1996) 
    Number of Companies    55 
    Dividend Yield       2.08%
    Price/Earnings Ratio 34.1

                                                % of Fund's      % of
                                    Country    Foreign Stocks    Fund
                                                             
    Top 5 Foreign Stocks                                     
    Indochina Goldfields, Ltd.       Canada        4.8%         0.4%
    Toyota Motor Corp.               Japan         3.6%         0.3%      
    Sanofi SA                        France        2.9%         0.3%      
    Bayer AG                         Germany       2.9%         0.3%      
    Hang Seng Bank                  Hong Kong      2.8%         0.3%      
                                              

[pie chart]

   Percent of Fund's Foreign Stocks

   Asia/Pacific 48.6%
   Europe 44.0%
   Americas
   (excluding U.S.) 7.4%

Annual Report                                             Capital Manager      7


                                 CAPITAL MANAGER


   Foreign  markets should benefit from better  economic  conditions--while  the
U.S.  economy  is  slowing,  economies  in  other  parts of the  world  are just
beginning  to  rebound.  Europe in  particular  should  benefit  from  resurgent
economic growth and government  deficit-reduction efforts. The one puzzling area
is Japan,  where the stock  market  has been as  inconsistent  as the  country's
economic  fortunes.  We are keeping a close eye on the Japanese  economy because
its performance has profound implications for both foreign stock markets and the
U.S. bond market.



What's the connection between the Japanese economy and the U.S. bond market?

   In the U.S.,  economic growth and inflation have been relatively moderate and
steady over the past five years, at 2% and 3%, respectively. But the bond market
has been surprisingly volatile despite such calm economic conditions. One of the
main causes of this  volatility has been the  fluctuating  demand for bonds from
foreign central banks, especially the Bank of Japan (BOJ).

   In an effort to pull the Japanese  economy out of recession,  the BOJ lowered
interest  rates and took steps to weaken the  Japanese  currency.  To weaken the
yen, the BOJ  purchased  U.S.  dollars and  invested  them in U.S.  bonds.  As a
result,  the BOJ has become a major factor in the U.S. bond market over the past
five years. If the Japanese economy recovers more fully in 1997, demand from the
BOJ for U.S.  bonds  would  likely  decline,  and this could have a  significant
impact on the domestic bond market and U.S. interest rates.



What else do you see in store for the U.S. bond market?

   The U.S.  economy  slowed during the last half of 1996 from the rapid pace it
established  earlier in the year. If these moderate economic conditions persist,
we expect  bonds to trade in a fairly  narrow  range  over the next few  months.
However,  we're  watching a couple of factors  closely.  As I mentioned  before,
we're concerned  about the potential  impact of rising labor costs on inflation.
We're also keeping an eye on the 105th Congress,  which will consider a balanced
federal budget and  entitlement  reform in the coming year. The outcome of these
debates could have an effect on bond prices in 1997.

Investment terms are defined in the Glossary on page 25.


 FUND'S U.S. BONDS (as of November 30, 1996)
    Number of Issues               34
    Weighted Average Maturity    7.50 years
    Average Duration             4.69 years

[pie chart]

Percent of Fund's U.S. Bonds

o   U.S. Treasury Notes 35.6%
o   Mortgage-Backed
     Securities 28.0%
o   Corporate Bonds 16.5%
o   U.S. Government Agency
     Securities 10.0%
o   U.S. Treasury Bonds 9.9%


 FUND'S FOREIGN BONDS (as of November 30, 1996)
    Number of Issues              14
    Weighted Average Maturity   5.35 years
    Average Duration            4.54 years

[pie chart]

Percent of Fund's Foreign Bonds

o   Europe 80.2%
o   Asia/Pacific 15.4%
o   Americas
    (excluding U.S.) 4.4%

8     Capital Manager                               American Century Investments


                             SCHEDULE OF INVESTMENTS
                                 CAPITAL MANAGER

NOVEMBER 30, 1996


Shares                                       Value
- --------------------------------------------------------------------------------

 COMMON STOCKS

AEROSPACE & DEFENSE -- 0.8%
     1,700  Gencorp, Inc.               $     31,450
      1,700 General Dynamics Corp.           125,375
     6,500  Litton Industries, Inc.(1)       303,875
      1,400 United Technologies Corp.        196,350
                                             -------
                                             657,050
                                             -------

AIRLINES -- 0.7%
      2,100 AMR Corporation(1)               191,625
     4,900  Delta Airlines, Inc.             368,725
                                             -------
                                             560,350
                                             -------

AUTOMOBILES & AUTO PARTS -- 1.4%
      7,600 Chrysler Corp.                   269,800
      6,200 Ford Motor Co.                   203,050
      5,500 General Motors Corp.             316,938
     10,000 Toyota Motor Corp. ORD           273,407
       200  Volkswagen AG ORD                 80,119
                                           ---------  
                                           1,143,314
                                           ---------

BANKING -- 3.1%
     25,100 Australia & New Zealand Banking
               Group Ltd. ORD                165,438
      4,800 Banc One Corp.                   228,600
     2,100  Banco Bilbao Vizcaya, S.A. ORD   106,044
      8,400 BankAmerica Corp.                865,200
      2,000 Credit Commercial de France ORD   96,787
      9,000 Development Bank of
               Singapore ORD                 116,150
      3,300 First Union Corp.                252,038
     18,000 Hang Seng Bank ORD               217,085
      3,600 NationsBank Corp.                373,050
      9,000 Sanwa Bank ORD                   148,747
                                           ---------  
                                           2,569,139
                                           ---------

BROADCASTING & MEDIA -- 0.1%
      8,000 Carlton Communications Plc ORD    67,664
                                              ------

BUSINESS SERVICES & SUPPLIES -- 0.3%
     2,200  America Online, Inc.(1)           77,825
     2,000  Jacobs Engineering Group, Inc.(1) 48,250
     4,000  Manpower, Inc.                   130,500
                                             -------
                                             256,575
                                             -------

Shares                                       Value
- --------------------------------------------------------------------------------

CHEMICALS & RESINS -- 2.9%
     2,200  Advanced Technology Labs, Inc.(1)$62,700
     19,000 Asahi Chemical Industries ORD    124,941
     5,500  Bayer AG ORD                     221,187
     3,500  Bio-Rad Laboratories, Inc.  CI A 104,562
     5,200  Dow Chemical Co.                 435,500
     7,200  du Pont (E.I.) de Nemours & Co.  678,600
     8,300  Morton International, Inc.       335,112
     4,500  PPG Industries, Inc.             275,625
     5,000  Sculman A, Inc.                  118,750
                                           ---------
                                           2,356,977
                                           ---------

COMMUNICATIONS SERVICES -- 3.2%
     11,100 AT&T Corp.                       435,675
      5,300 Ameritech Corp.                  312,037
      5,000 Bell Atlantic Corp.              314,375
      4,900 BellSouth Corp.                  197,837
     4,893  Lucent Technologies, Inc.        250,766
    14,500  SBC Communications Inc.          763,063
      2,000 Sprint Corp.                      83,750
     20,000 Telecom Corporation of
               New Zealand Ltd. ORD          105,437
     37,000 Telecom Italia Mobile SpA ORD     87,009
      6,000 Telefonica de Espana ORD         131,370
                                           ---------  
                                           2,681,319
                                           ---------

COMPUTER SOFTWARE & SERVICES -- 0.3%
     2,250  Computer Associates
               International, Inc.           147,937
       500  SAP AG ORD                        68,391
                                             -------
                                             216,328
                                             -------

COMPUTER SYSTEMS -- 2.1%
     6,000  Chips & Technologies, Inc.(1)    126,375
     6,600  Compaq Computer Corp.(1)         523,050
     1,500  Gateway 2000, Inc.(1)             80,438
     2,500  Intel Corp.                      317,188
     3,300  International Business Machines 
             Corp.                           525,938
     3,500  Medic Computer Systems, Inc.(1)  118,125
     1,500  Tektronix, Inc.                   73,125
                                           ---------
                                           1,764,239
                                           ---------

See Notes to Financial Statements

Annual Report                                             Capital Manager      9



                             SCHEDULE OF INVESTMENTS
                                 CAPITAL MANAGER

NOVEMBER 30, 1996

Shares                                       Value
- --------------------------------------------------------------------------------


CONSTRUCTION &
PROPERTY DEVELOPMENT -- 1.2%
      5,000 Centex Corp.                  $  180,000
      1,500 Harsco Corp.                     104,625
     20,000 Henderson Land Development ORD   201,112
     18,000 Hutchison Whampoa Ltd. ORD       139,097
      3,000 Kaufman & Broad Home Corp.        38,625
      5,000 Schuller Corp.                    48,125
     20,000 Standard Pacific Corp.           117,500
      2,200 Vulcan Materials Co.             136,950
      1,000 Webb (Del) Corp.                  16,875
                                             -------
                                             982,909
                                             -------

CONSUMER PRODUCTS -- 1.4%
     6,000  Canon, Inc. ORD                  126,593
      2,200 Eastman Kodak Co.                178,200
    10,800  Hillenbrand Industries, Inc.     398,250
     1,000  Miller (Herman), Inc.             47,000
      5,000 Sankyo Co. Ltd. ORD              134,066
     25,000 Sanyo Electric Company ORD       117,143
       350  Snap-On, Inc.                     12,688
      2,000 Sony Corp. ORD                   128,176
                                           ---------
                                           1,142,116
                                           ---------

ELECTRICAL & ELECTRONIC
COMPONENTS -- 2.1%
     6,600  Coherent, Inc.(1)                286,275
      2,500 Fluke Corp.                      107,813
      5,900 General Electric Co. (U.S.)      613,600
     6,400  Johnson Controls, Inc.           496,000
      2,500 Park Electrochemical Corp.        56,875
      1,500 Raychem Corp.                    127,875
     4,000  Rexel, Inc.(1)                    55,500
                                           ---------   
                                           1,743,938
                                           ---------

ENERGY (PRODUCTION & MARKETING) -- 3.9%
      6,400 Atlantic Richfield Co.           890,400
      2,500 Chevron Corp.                    167,500
     1,700  Dresser Industries, Inc.          55,675
     20,000 Enterprise Oil Plc ORD           200,098
      1,800 Exxon Corp.                      170,325
      1,500 Occidental Petroleum Corporation  36,000
      4,100 Pan Energy Corp.                 180,400

Shares                                       Value
- --------------------------------------------------------------------------------

      2,500 Petroleum Geo Services ORD(1) $   93,830
      4,100 Phillips Petroleum Co.           185,012
      1,000 Royal Dutch Petroleum
               Company ADR                   169,875
      2,000 Royal Dutch Petroleum
               Company ORD                   336,906
      4,600 Texaco Inc.                      455,975
      1,329 Total SA ORD                     106,183
      2,800 USX Marathon Group                64,050
      3,000 Union Tex Petroleum Holdings      66,750
                                           ---------
                                           3,178,979
                                           ---------

FINANCIAL SERVICES -- 5.7%
     1,500  ABN AMRO Holdings NV ORD          97,057
     4,200  American Express Credit Corp.    219,450
     2,000  AmSouth Bancorporation            99,750
     6,950  Bear Stearns Companies, Inc.     191,125
     1,000  CS Holding AG ORD(1)             106,240
     5,512  Chase Manhattan Corp.            520,884
     1,000  Edwards (A.G.), Inc.              31,250
    10,500  Federal National
               Mortgage Association          433,125
     2,900  Lehman Brothers Holdings, Inc.    84,462
    29,000  Marubeni Corporation ORD         131,297
     2,200  Merrill Lynch & Co., Inc.        176,550
     7,100  Morgan (J.P.) & Co. Inc.         670,062
     5,600  Morgan Stanley Group, Inc.       336,700
     7,000  Nomura Securities Co, Ltd. ORD   118,154
     3,800  Paine Webber Group, Inc.         103,075
     1,800  ReliaStar Financial Corp.        100,350
     6,100  Salomon, Inc.                    278,313
     2,500  Student Loan Marketing 
               Association                   240,313
    15,600  Travelers Group, Inc.            702,000
     2,000  Washington Federal, Inc.          53,250
                                           ---------
                                           4,693,407
                                           ---------

FOOD & BEVERAGE -- 0.7%
       250  Nestle SA ORD                    270,865
      5,800 Sara Lee Corp.                   227,650
      5,000 Whitbread Plc ORD                 64,443
                                             ------- 
                                             562,958
                                             -------

See Notes to Financial Statements

10    Capital Manager                               American Century Investments


                             SCHEDULE OF INVESTMENTS
                                 CAPITAL MANAGER
NOVEMBER 30, 1996

Shares                                       Value
- --------------------------------------------------------------------------------


GOLD & NATURAL RESOURCE
LINKED INVESTMENTS -- 2.5%
      4,000  Ashanti Goldfields GDR (Acquired
               4-17-95, Cost $101,500)(2) $   57,500
     10,000  Barrick Gold Corporation        300,000
     12,000  Cambior, Inc.                   180,000
     20,000  Dayton Mining Corp. ORD(1)      108,869
      8,000  Diamond Fields International 
               ORD(1)                          1,777
      8,000  Driefontein Consolidated, Ltd.
               ORD                            91,057
      8,000  Echo Bay Mines Ltd.              49,500
      5,900  Freeport McMoran Copper & Gold  176,262
     37,500  Indochina Goldfields, Ltd. ORD
               (Acquired 10-22-96 through
               10-28-96, Cost $269,196)(1)(2)363,822
      5,100  Newmont Mining Corporation      244,162
      5,000  Placer Dome, Inc.               118,125
     11,000  Santa Fe Pacific Gold Company   126,500
     50,000  South Pacific
               Resources Corp. ORD(1)        140,715
     13,000  TVX Gold, Inc. ORD(1)            91,000
                                           ---------
                                           2,049,289
                                           ---------

HEALTHCARE -- 0.1%
      4,400 Rotech Medical Corp.(1)           74,800
                                              ------ 
INDUSTRIAL EQUIPMENT & MACHINERY -- 2.5%
      2,000 Case Corp.                       105,000
      4,000  Caterpillar Inc.                316,500
      2,200 CDI Corp.(1)                      64,075
      9,800 Dover Corp.                      523,075
      3,000 Foster Wheeler Corp.             108,375
      4,900 Global Industrial Technologies,
             Inc.(1)                         100,450
      8,100 Ingersoll Rand Co.               376,650
        200  Mannesmann AG ORD                83,368
      1,800 Measurex Corp.                    44,325
     24,000 Mitsubishi Heavy Industries 
             Ltd. ORD                        196,220
      1,000 SMC Corporation ORD               67,868
      5,000 United Engineers Ltd. ORD         45,311
                                           ---------
                                           2,031,217
                                           ---------

Shares                                       Value
- --------------------------------------------------------------------------------


INSURANCE -- 2.7%
     1,200  American Bankers
               Insurance Group, Inc.    $     58,463
     6,500  American International 
               Group, Inc.                   747,500
      1,000 Axa SA ORD                        60,042
        500 CNA Financial Corp.(1)            53,750
      1,400 CIGNA Corp.                      197,925
      2,000 Equitable of Iowa Companies       49,500
      1,000 Fremont General Corp.             31,125
      3,400 General Re Corp.                 573,750
        600 Loews Corp.                       55,650
      9,000 Old Rep International Corp.      244,125
     10,000 Prudential Corp. Plc ORD          81,973
        300 Zeurich Versicherun ORD(1)        84,992
                                           ---------
                                           2,238,795
                                           ---------

LEISURE -- 0.4%
     8,000  King World Productions, Inc.     305,000
                                             -------

MEDICAL EQUIPMENT & SUPPLIES -- 0.4%
      6,000 Becton Dickinson & Company       252,000
      3,100 Nellcor Puritan Bennett, Inc.(1)  64,325
      1,000 United States Surgical Corp.      40,125
                                             -------
                                             356,450
                                             -------

METALS & MINING -- 0.1%
     1,000  Texas Industries, Inc.            56,875
                                              ------
PHARMACEUTICALS -- 3.7%
      4,900 Amgen Inc.(1)                    298,287
      4,000 Astra AB ORD                     191,514
      5,900 Bristol Myers Squibb             671,125
      1,600 Genetics Institute, Inc.(1)      108,800
     10,000 Genzyme Corp.(1)                 227,500
     10,000 Glaxo Wellcome Plc ORD           164,493
      6,200 Johnson & Johnson                329,375
      5,900 Merck & Co., Inc.                489,700
      2,100 OrNda HealthCorp(1)               61,163
      1,000 Pfizer, Inc.                      89,625
        150 Sandoz AG ORD                    174,349
      2,500 Sanofi SA ORD                    223,795
                                           ---------
                                           3,029,726
                                           ---------
 
See Notes to Financial Statements

Annual Report                                             Capital Manager     11


                             SCHEDULE OF INVESTMENTS
                                 CAPITAL MANAGER
NOVEMBER 30, 1996

Shares                                       Value
- --------------------------------------------------------------------------------

PUBLISHING -- 0.4%
     2,500  Gibson Greetings, Inc.(1) $       47,187
     6,500  Media General, Inc.              206,375
     11,400 News Corporation Ltd. ORD         60,894
                                             -------
                                             314,456
                                             -------

RETAIL -- 2.1%
     15,000 Boots Company Plc ORD            159,911
     2,800  CompUSA, Inc.(1)                 126,000
      2,400 Dayton Hudson Corp.               93,300
     4,400  Gap, Inc.                        141,350
     3,000  Ito-Yokado Co., Ltd. ORD         151,648
     6,100  Longs Drug Stores, Inc.          305,762
      5,000 Marui Company ORD                 94,945
     1,000  Mercantile Stores Company, Inc.   50,250
     3,700  Ross Stores, Inc.                188,238
      5,100 Ruddick Corp.                     67,575
     7,300  Sears, Roebuck & Co.             363,175
                                           ---------  
                                           1,742,154
                                           ---------

TOBACCO -- 0.5%
     4,300  Philip Morris Companies Inc.     443,438
                                             -------
TRANSPORTATION -- 0.4%
      5,700 CSX Corp.                        266,475
      3,000 Kysor Industrial Corp.            91,500
                                             -------
                                             357,975
                                             -------

UTILITIES (ELECTRIC) -- 0.8%
     5,500  NIPSCO Industries, Inc.          213,125
      9,000 Tokyo Electric Power ORD         203,340
      1,000 United Illuminating Co.           33,375
      3,000 VEBA AG ORD                      175,347
                                             -------
                                             625,187
                                             -------

UTILITIES (NATURAL GAS) -- 0.6%
     2,700  Columbia Gas System, Inc.        174,487
      1,000 Eastern Enterprises               37,500
     1,600  Indiana Energy, Inc.              38,600
      6,400 Pacific Enterprises              196,000
      1,000 People's Energy Corp.             36,250
                                             -------
                                             482,837
                                             -------

TOTAL COMMON STOCKS-- 47.1%               38,685,461
    (Cost $32,447,666)                    ----------

Principal Amount                             Value
- --------------------------------------------------------------------------------


 U.S. TREASURY SECURITIES
$2,000,000  U.S. Treasury Notes, 5.50%,
               11-15-98                 $  1,996,240
 5,000,000  U.S. Treasury Notes, 7.75%,
               11-30-99                    5,276,550
 2,000,000  U.S. Treasury Notes, 5.50%,
               12-31-00                    1,979,060
 1,400,000  U.S. Treasury Notes, 6.50%,
               5-15-05                     1,442,434
 1,125,000  U.S. Treasury Bonds, 12.00%,
               8-15-13                     1,651,635
 1,050,000  U.S. Treasury Bonds, 8.75%,
               5-15-17                     1,320,701
                                          ----------  
TOTAL U.S. TREASURY SECURITIES -- 16.7%   13,666,620
   (Cost $13,269,040)                     ----------


 U.S. GOVERNMENT AGENCY SECURITIES
 1,350,000  FHLMC, 7.93%, 1-20-05          1,488,375
   500,000  FNMA, 6.45%, 6-10-03             494,060
 1,000,000  FNMA, 8.20%, 12-23-96          1,001,857
                                           ---------
TOTAL U.S. GOVERNMENT AGENCIES -- 3.6%     2,984,292
   (Cost $2,899,306)                       --------- 


 MORTGAGE-BACKED SECURITIES(3)
    53,150  FNMA Pool #343829, 6.50%,
               4-1-11                         52,701
   952,726  FNMA Pool #341477, 6.50%,
               5-1-11                        944,685
   296,495  FNMA Pool #346400, 6.50%,
               5-1-11                        293,992
   619,136  FNMA Pool #346779, 6.50%,
               5-1-11                        613,911
   432,278  GNMA Pool #351417, 7.00%,
               1-15-24                       431,600
   256,498  GNMA Pool #361446, 8.00%,
               7-15-24                       264,832
   409,852  GNMA Pool #377238, 8.50%,
               7-20-24                       426,762
   336,141  GNMA Pool #355903, 8.00%,
               9-15-24                       347,062

See Notes to Financial Statements

12    Capital Manager                               American Century Investments


                             SCHEDULE OF INVESTMENTS
                                 CAPITAL MANAGER

NOVEMBER 30, 1996

Principal Amount                             Value
- --------------------------------------------------------------------------------

$1,242,593  GNMA Pool #404303, 8.25%,
               10-15-24                  $ 1,290,731
   277,085  GNMA Pool #001991, 9.00%,
               4-20-25                       291,631
   862,328  GNMA Pool #9297, 8.25%,
               7-20-25                       885,906
   493,688  GNMA Pool #412177, 7.00%,
               9-15-25                       491,066
   304,204  GNMA Pool #425081, 7.50%,
               2-15-26                       308,576
   500,348  GNMA Pool #402680, 8.00%,
               5-15-26                       515,669
   502,890  GNMA Pool #417068, 8.00%,
               5-15-26                       518,288
   692,306  GNMA Pool #002273, 9.00%,
               8-20-26                       729,950
                                           ---------
TOTAL MORTGAGE-BACKED
SECURITIES-- 10.2%                         8,407,362
   (Cost $8,213,085)                       ---------


 CORPORATE BONDS
   300,000  Citizens Utilities Company, 7.60%,
               6-1-06                        322,671
   600,000  Ford Motor Credit Co., 6.25%,
               11-8-00                       600,588
   400,000  Hanson Overseas BV, 6.75%,
               9-15-05                       402,944
   500,000  Japanese Financial Corp. for
               Municipal Enterprises, 7.375%,
               4-27-05                       530,578
   500,000  Korea Development Bank, 6.25%,
               5-1-00                        501,208
   500,000  Lockheed Martin Corp., 7.25%,
               5-15-06                       521,816
   500,000  Merrill Lynch & Co., Inc., 8.00%,
               2-1-02                        536,510
 1,000,000  Midland Bank Plc, 6.95%, 3-15-11 997,530
   500,000  News America Holdings, 9.125%,
               10-15-99                      538,420
                                           ---------
TOTAL CORPORATE BONDS-- 6.0%               4,952,265
   (Cost $4,881,337 )                      --------- 


Principal Amount                             Value
- --------------------------------------------------------------------------------

 FOREIGN CORPORATE BONDS -- 0.9%
DEM  1,100,000 Rheinische Hypobank, 5.625%,
                  7-3-01                 $   740,675
   (Cost $ 1,225,039)                        -------


 SOVEREIGN GOVERNMENTS & AGENCIES
DEM    600,000 Federal Republic of Germany,
                  6.00%, 9-15-03             406,484
CAD    250,000 Government of Canada, 6.50%,
                  6-1-04                     193,564
FRF    700,000 Government of France, 7.00%,
                  11-12-99                   144,914
NLG    200,000 Government of Netherlands,
                  8.25%, 2-15-02             133,754
ESP 25,000,000 Government of Spain, 10.50%,
                  10-30-03                   231,960
JPY 50,000,000 Inter American Development
                  Bank, 4.50%, 3-20-03       505,411
BEF  4,000,000 Kingdom of Belgium, 9.00%,
                  6-27-01                    148,202
DKK  1,000,000 Kingdom of Denmark, 8.00%,
                  5-15-03                    187,172
SEK  1,000,000 Kingdom of Sweden, 13.00%,
                  6-15-01                    189,004
AUD    200,000 Queensland Treasury Corporation
                  Global Note, 8.00%,  
                  7-14-99                    168,692
ITL200,000,000 Republic of Italy, 9.50%,
                  12-1-97                    134,749
JPY 70,000,000 Republic of Italy, 3.50%, 
                  6-20-01                    664,902
GBP    300,000 United Kingdom Treasury,
                  8.00%, 6-10-03             526,835
                                             -------
TOTAL SOVEREIGN GOVERNMENTS
& AGENCIES-- 4.4%                          3,635,643
   (Cost $2,958,174)                       ---------


See Notes to Financial Statements

Annual Report                                             Capital Manager     13


                             SCHEDULE OF INVESTMENTS
                                 CAPITAL MANAGER

NOVEMBER 30, 1996

Principal Amount                             Value
- --------------------------------------------------------------------------------


COMMERCIAL  PAPER & OTHER  SHORT-TERM  INVESTMENTS(4)  
 $ 300,000 American Family Financial Services,
               5.24%, 2-13-97          $     296,656
   463,000  Banque Nationale de Paris, 5.17%,
               12-31-96                      460,798
   550,000  Emerson Electric, 5.17%, 12-2-96 549,911
   800,000  Ford Motor Credit Corp., 5.17%,
               12-3-96                       799,531
   500,000  General Re Corp., 5.17%, 
               12-16-96                      498,751
   540,000  Hitachi Credit America Corp., 5.17%,
               12-23-96                      538,099
   541,000  Hitachi Credit America Corp., 5.22%,
               4-30-97                       528,860
   165,000  IMI Funding Corp. (USA), 5.24%,
            2-18-97                          163,002
   800,000  Kingdom of Sweden, 5.25%, 2-3-97 792,316
   570,000  Merrill Lynch & Co., Inc., 5.25%,
               1-30-97                       564,784
 1,000,000  Mitsubishi International, 5.25%,
               1-10-97                       993,668
 1,500,000  Morgan Guaranty Euro Certificate
               of Deposit, 5.45%, 2-7-97   1,484,705
   500,000  Morgan Stanley Group, Inc., 5.25%,
               1-27-97                       495,650
   289,000  Paccar Financial Corp., 5.25%,
               1-17-97                       286,830
                                            --------
TOTAL COMMERCIAL PAPER &
OTHER SHORT-TERM INVESTMENTS -- 10.3%      8,453,561
   (Cost $8,470,794)                       ---------



 TEMPORARY CASH INVESTMENTS -- 0.8%
Repurchase Agreement (Sanwa Bank), 5.70%,
   due 12-2-96, collateralized by $632,000 par value
   U.S. Treasury Notes, 7.50%, due 11-15-01
   (Delivery value $664,315)(5)              664,000
   (Cost $664,000)                           -------


TOTAL INVESTMENT SECURITIES -- 100.0%    $82,189,879
   (Cost $75,028,441)                    ===========


 FUTURES CONTRACTS

                             Underlying
                 Expiration  Face Amount   Unrealized
   Purchased        Date      at Value        Gain
- --------------------------------------------------------
  2 S&P500        December
    Futures         1996       $758,250     $97,250
                               ========     =======

Notes to  Schedule  of  Investments  
ADR = American Depositary Receipt
AUD = Australian Dollar
BEF = Belgian Franc
CAD = Canadian Dollar
DKK = Danish Krone
DEM = German Mark
ESP = Spanish Peseta
FHLMC = Federal Home Loan Mortgage Corporation
FNMA = Federal National Mortgage Association
FRF = French Franc
GBP = British Pound
GDR = Global Depositary Receipt
GNMA = Government National Mortgage Association
ITL = Italian Lira
JPY = Japanese Yen
NLG = Netherlands Guilder
ORD = Foreign Ordinary Share
SEK = Swedish Krona
(1) Non-income producing
(2)Security was  purchased  under Rule 144A of the  Securities  Act of 1933 and,
   unless  registered under the Act or exempted from  registration,  may only be
   sold to qualified institutional  investors. The aggregate value of restricted
   securities at November 30, 1996, was $421,322,  which represented 0.5% of the
   net assets of the Capital Manager Fund.
(3)Final maturity  indicated.  Expected remaining average life used for purposes
   of calculating the weighted average portfolio maturity.
(4)Rates  disclosed  represent  effective  yield to maturity as of November  30,
   1996.
(5) Security has been segregated at the custodian bank for futures contracts.


14    Capital Manager                               American Century Investments

<TABLE>
<CAPTION>
                       STATEMENT OF ASSETS AND LIABILITIES

NOVEMBER 30, 1996

<S>                                                                                <C>
 ASSETS
Investment securities, at value (identified cost of $75,028,441) (Note 3) ..... $82,189,879
Foreign currency holdings, at value (identified cost of $1,014) ...............       1,005
Receivable for investments sold ...............................................         436
Receivable for variation on futures contracts (Note 1) ........................     122,510
Receivables for capital shares sold ...........................................      56,174
Dividends and interest receivable .............................................     735,928
Prepaid expenses and other assets .............................................      58,537
                                                                                     ------
                                                                                 83,164,469
                                                                                 ----------

 LIABILITIES
Disbursements in excess of demand deposit cash ................................      28,846
Payable for capital shares redeemed ...........................................      83,313
Payable to affiliates (Note 2) ................................................      60,305
Accrued expenses and other liabilities ........................................       2,153
                                                                                      -----
                                                                                    174,617
                                                                                    -------
Net Assets Applicable to Outstanding Shares ................................... $82,989,852
                                                                                ===========


 CAPITAL SHARES, $10.00 PAR VALUE
Outstanding (unlimited number of shares authorized) ...........................   6,435,426
                                                                                  =========
Net Asset Value Per Share .....................................................  $    12.90
                                                                                 ==========

 NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) ....................................... $71,103,547
Undistributed  net  investment  income ........................................     706,324  
Accumulated  undistributed  net realized gain from 
  investment and foreign  currency  transactions ..............................   3,921,444 
Net unrealized appreciation on investments and translation of
  assets and liabilities in foreign currencies (Note 3) .......................   7,258,537
                                                                                  ---------
                                                                                $82,989,852
                                                                                ===========
</TABLE>
See Notes to Financial Statements

Annual Report                          Statement of Assets and Liabilities    15



                             STATEMENT OF OPERATIONS

YEAR ENDED NOVEMBER 30, 1996

 INVESTMENT INCOME
Income:
Interest ........................................................ $2,526,987
Dividends (net of foreign taxes withheld of $19,782) ............    651,277
                                                                   ---------
                                                                   3,178,264
                                                                   ---------
Expenses (Note 2):
Investment advisory fees ........................................    473,371
Administrative fees .............................................     78,439
Transfer agency fees ............................................     87,034
Custodian fees ..................................................     58,481
Printing and postage ............................................     49,967
Auditing and legal fees .........................................     41,229
Registration and filing fees ....................................     27,132
Directors' fees and expenses ....................................     21,720
Organizational expenses .........................................     16,598
Telephone expenses ..............................................      8,049
Other operating expenses ........................................      1,030
                                                                       -----
  Total expenses ................................................    863,050
Custodial earnings credits (Note 4) .............................       (619)
Amount waived (Note 2) ..........................................   (140,418)
                                                                    -------- 
  Net expenses ..................................................    722,013
                                                                     -------
Net investment income ...........................................  2,456,251
                                                                   ---------


 REALIZED AND UNREALIZED GAIN ON
 INVESTMENTS AND FOREIGN CURRENCY (NOTE 3)
Net realized gain on:
Investments .....................................................  3,662,937
Foreign currency transactions ...................................    139,841
                                                                     -------
                                                                   3,802,778
                                                                   ---------
Change in net unrealized appreciation (depreciation) on:
Investments .....................................................  4,192,704
Translation of assets and liabilities in foreign currencies .....    (84,595)
                                                                     ------- 
                                                                   4,108,109
                                                                   ---------
Net realized and unrealized gain on
investments and foreign currency ................................  7,910,887
                                                                   ---------
Net Increase in Net Assets
Resulting from Operations .......................................$10,367,138
                                                                 ===========

See Notes to Financial Statements

16    Statement of Operations                       American Century Investments

<TABLE>
<CAPTION>
                                            STATEMENTS OF CHANGES IN NET ASSETS


YEARS ENDED NOVEMBER 30, 1996 AND NOVEMBER 30, 1995

Increase in Net Assets                                                     1996             1995

 OPERATIONS
<S>                                                                    <C>             <C>         
Net investment income ..............................................   $  2,456,251    $  1,172,478
Net realized gain on investments and foreign currency transactions .      3,802,778       1,002,805
Change in net unrealized appreciation on investments and translation
  of assets and liabilities in foreign currencies ..................      4,108,109       3,150,428
                                                                          ---------       ---------
Net increase in net assets resulting from operations ...............     10,367,138       5,325,711
                                                                         ----------       ---------


 DISTRIBUTIONS TO SHAREHOLDERS
From net investment income .........................................     (2,084,783)       (846,212)
From net realized gains on investment transactions .................       (817,408)           --
                                                                           --------        --------      
Decrease in net assets from distributions to shareholders ..........     (2,902,191)       (846,212)
                                                                         ----------        -------- 


 CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ..........................................     50,647,741      62,385,736
Proceeds from reinvestment of distributions ........................      2,787,490         801,795
Payments for shares redeemed .......................................    (29,066,856)    (16,610,500)
                                                                        -----------     ----------- 
Net increase in net assets from capital shares transactions ........     24,368,375      46,577,031
                                                                         ----------      ----------
Net increase in net assets .........................................     31,833,322      51,056,530


NET ASSETS
Beginning of year ..................................................     51,156,530         100,000
                                                                         ----------         -------
End of year ........................................................   $ 82,989,852    $ 51,156,530
                                                                       ============    ============

Undistributed net investment income ................................   $    706,324    $    326,266
                                                                       ============    ============


 TRANSACTIONS IN SHARES OF THE FUND:
Sold ...............................................................      4,251,362       5,827,372
Issued in reinvestment of distributions ............................        238,336          71,953
Redeemed ...........................................................     (2,428,334)     (1,535,263)
                                                                         ----------      ---------- 
Net increase .......................................................      2,061,364       4,364,062
                                                                          =========       =========
</TABLE>

See Notes to Financial Statements

Annual Report                          Statements of Changes in Net Assets    17


                          NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 1996

1. Organization and Summary of Significant Accounting Policies

   Organization--American  Century Manager Funds (the Trust) is registered under
the  Investment  Company  Act of  1940  as an  open-end  diversified  management
investment  company.  Capital  Manager (the Fund) is the sole fund issued by the
Trust.  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
U.S. equity securities, U.S. fixed-income securities,  money market instruments,
foreign  equity and  fixed-income  securities,  and securities of companies with
substantial  gold-related assets and natural resources linked  investments.  The
following  significant  accounting  policies,   related  to  the  Fund,  are  in
accordance with accounting policies generally accepted in the investment company
industry.

   Security  Valuations--Portfolio  securities  traded  primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Trustees.

   Security  Transactions--Security  transactions  are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

   Investment  Income--Dividend  income less foreign taxes  withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes amortization of discounts and premiums.

   Foreign  Currency  Transactions--The  accounting  records  of  the  Fund  are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign currencies are converted into U.S. dollars at prevailing exchange rates.
Purchases and sales of investment securities,  dividend and interest income, and
certain  expenses  are  translated  at the rates of exchange  prevailing  on the
respective dates of such transactions.

   Net realized  foreign  currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
portfolio securities, resulting from changes in the exchange rates.

   Net  realized  and  unrealized  foreign  currency  exchange  gains or  losses
occurring  during the holding period of portfolio  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

   Forward Foreign Currency Exchange  Contracts--The Fund may enter into forward
foreign  currency  exchange  contracts  for the  purpose  of  settling  specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Fund will segregate  assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held  by the  Fund  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of market risk in
excess of the amount reflected in the Statements of Assets and Liabilities.  The
Fund bears the risk of an unfavorable  change in the foreign  currency  exchange
rate  underlying  the forward  contract.  Additionally,  losses may arise if the
counterparties do not perform under the contract terms.

   Futures  Contracts--The  Fund may enter into stock index futures contracts in
order to manage the Fund's exposure to changes in market conditions.  One of the
risks of entering into futures  contracts may include the  possibility  that the
change in value of the contract may not  correlate  with the changes in value of
the underlying  securities.  Upon entering into a futures contract,  the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The Fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.

18    Notes to Financial Statements                 American Century Investments


                          NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 1996

   Repurchase  Agreements--The  Fund may enter into  repurchase  agreements with
institutions that the Fund's investment advisor,  Benham Management  Corporation
(BMC), has determined are creditworthy pursuant to criteria adopted by the Board
of Trustees.  Each  repurchase  agreement is recorded at cost. The Fund requires
that the securities purchased in a repurchase  transaction be transferred to the
custodian in a manner  sufficient to enable the Fund to obtain those  securities
in the event of a default under the  repurchase  agreement.  BMC monitors,  on a
daily basis,  the value of the securities  transferred to ensure that the value,
including accrued interest, of the securities under each repurchase agreement is
greater than amounts owed to the Fund under each repurchase agreement.

   Income Tax  Status--It  is the policy of the Fund to  distribute  all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

   Distributions to  Shareholders--Distributions to shareholders are recorded on
the ex-dividend date.  Distributions from net investment income are declared and
paid  quarterly.  Distributions  from net  realized  gains are declared and paid
annually.

   The  character  of  distributions  made  during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These  differences  are primarily due to differing
treatments for foreign currency transactions and wash sales.

   Supplementary  Information--Certain  officers and  directors of the Trust are
also officers and/or  directors,  and, as a group,  controlling  stockholders of
American Century  Companies,  Inc. (ACC),  the parent of the Trust's  investment
advisor,  BMC, the Trust's  distributor,  American Century Investment  Services,
Inc.  (ACIS),  and  the  Trust's  transfer  agent,   American  Century  Services
Corporation (ACSC).

   Use of Estimates--The  preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the reported  amounts of increases  and decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

   Organization  Costs--Costs  incurred  by the  Fund  in  connection  with  the
organization,  initial  registration,  and public  offering  of shares are being
amortized on a straight-line basis over a five-year period ending November 1999.

- --------------------------------------------------------------------------------
2. Transactions with Related Parties

   The Trust has entered into an  investment  advisory  agreement  with BMC that
provides  the  Fund  with  investment  advisory  services  in  exchange  for  an
investment  advisory  fee.  ACSC pays all  compensation  of Trust  officers  and
trustees who are officers or  directors  of ACC or any of its  subsidiaries.  In
addition,  promotion and  distribution  expenses are paid by BMC. The investment
advisory  fee is paid  monthly  based on the Fund's  average  daily  closing net
assets  during the  previous  month.  The annual  investment  advisory fee is as
follows:

          0.65% of the first $100 million 
          0.60% of the next $100 million 
          0.55% of the next $100 million  
          0.50% of the next $100 million 
          0.45% of the next $100 million  
          0.37% of the next $1 billion 
          0.34% of the next $1 billion
          0.31% of the next $1 billion  
          0.30% of the next $1 billion 
          0.29% of the next $1 billion  
          0.28% of the next $1 billion  
          0.27% of the net assets over $6.5 billion

   The Trust has entered into an  administrative  services  and transfer  agency
agreement with ACSC. The agreement was formerly with Benham Financial  Services,
Inc.  Under the  agreement,  ACSC provides  administrative  service and transfer
agency  functions  necessary  to operate the Fund.  Fees for these  services are
based on transaction volume,  number of accounts,  and average daily closing net
assets of all funds advised by BMC.

   The  Trust  has an  additional  agreement  with BMC  pursuant  to  which  BMC
established a contractual expense guarantee that limits Fund expenses (excluding
expenses such as brokerage  commissions,  taxes,  interest,  custodian  earnings
credits and extraordinary expenses) to 1.00% of the Fund's average daily closing
net  assets.  The  agreement  provides  further  that  BMC may  recover  amounts
(representing  expenses in excess of the Fund's expense guarantee rate) absorbed
during the preceding 11 months, if, and to the extent that, for any given month,
the Fund's  expenses are less than the expense  guarantee rate in effect at that
time. The expense guarantee rate is renewed annually in June.


Annual Report                                Notes to Financial Statements    19



                          NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 1996

   The  payable  to  affiliates  as of  November  30,  1996,  based on the above
agreements was as follows:

Investment Advisor ........................  $33,775
Administrative Services ...................    6,350
Transfer Agent ............................   20,180
                                            --------
                                             $60,305
                                            ========

   The Trust has a distribution  agreement with ACIS,  which is responsible  for
promoting  sales of and  distributing  the Fund's  shares.  This  agreement  was
formerly with Benham Distributors, Inc.


- --------------------------------------------------------------------------------
3. Investment Transactions

   The aggregate cost of investment  securities purchased (excluding  short-term
investments)  for the year ended  November 30,  1996,  totaled  $38,998,289  for
common  stocks,  $27,194,504  for  U.S.  Treasury  and  Agency  obligations  and
$10,485,786 for other debt obligations. Proceeds from investment securities sold
(excluding  short-term  investments)  totaled  $32,227,022  for  common  stocks,
$16,797,924  for U.S.  Treasury and Agency  obligations and $6,937,258 for other
debt obligations.  On November 30, 1996, accumulated net unrealized appreciation
on  investments,  based on the aggregate cost of investments of $75,092,587  for
federal  income  tax  purposes,   was   $7,097,292,   consisting  of  unrealized
appreciation of $7,726,354 and unrealized depreciation of $629,062.


- --------------------------------------------------------------------------------
4. Expense Offset Arrangements

   The Fund's Statement of Operations reflects custodial earnings credits.  This
amount is used to offset the custody fees  payable by the Fund to the  custodian
bank.  The credits are earned  when the Fund  maintains a balance of  uninvested
cash at the custodian  bank.  The ratios of expenses to average net assets shown
in the  Financial  Highlights  are  calculated  as if these credits had not been
earned.


- --------------------------------------------------------------------------------
5. Subsequent Events
<TABLE>
   The following name changes became effective January 1, 1997:


                        NEW NAMES                                     FORMER NAMES
<S>                    <C>                                            <C> 
   Fund's Issuer:       American Century Manager Funds                Benham Manager Funds
   Fund:                American Century Capital Manager Fund         Benham Capital Manager Fund
   Parent Company:      American Century Companies, Inc.              Twentieth Century Companies, Inc.
   Distributor:         American Century Investment Services, Inc.    Twentieth Century Securities, Inc.
   Transfer Agent:      American Century Services Corporation         Twentieth Century Services, Inc.
</TABLE>


20    Notes to Financial Statements                 American Century Investments

<TABLE>
<CAPTION>

                              FINANCIAL HIGHLIGHTS
                                                                    
                         For a Share Outstanding Throughout the Years Ended November 30,

                                                                     1996          1995

 PER-SHARE DATA
Net Asset Value,
<S>                                                                 <C>          <C>   
Beginning of Year ..............................................    $11.70       $10.00
                                                                    ------       ------
Income from Investment Operations
  Net Investment Income ........................................       .41          .36
  Net Realized and Unrealized Gain
  on Investment Transactions ...................................      1.34         1.62
                                                                      ----         ----
  Total from
  Investment Operations ........................................      1.75         1.98
                                                                      ----         ----
Distributions
  From Net Investment Income ...................................      (.37)        (.28)
  From Net Realized Gains
  on Investment Transactions ...................................      (.18)          --
                                                                      ----         ----    
  Total Distributions ..........................................      (.55)        (.28)
                                                                      ----         ---- 
Net Asset Value, End of Year ...................................    $12.90       $11.70
                                                                    ======       ======
  Total Return (1) .............................................     15.58%       20.12%


 RATIOS/SUPPLEMENTAL DATA
  Ratio of Operating Expenses
  to Average Net Assets (2) ....................................     1.00%         1.01%
  Ratio of Net Investment Income
  to Average Net Assets (2) ....................................     3.41%         3.70%
  Portfolio Turnover Rate ......................................       79%          100%
  Average Commission Paid per Investment Security Traded .......  $  .0208         --(3)
  Net Assets, End
  of Period (in thousands) .....................................   $82,990      $51,157

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

(2) The ratios include expenses paid through expense offset arrangements.

(3) Not computed for period indicated.
</TABLE>

See Notes to Financial Statements

Annual Report                                         Financial Highlights    21


                          INDEPENDENT AUDITORS' REPORT

                     The Shareholders and Board of Trustees
                         American Century Manager Funds

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investment  securities,  of American  Century  Capital
Manager Fund  constituting  American  Century  Manager  Funds as of November 30,
1996,  and the related  statement of operations  for the year then ended and the
statements of changes in net assets,  and financial  highlights  for each of the
years  in the two  year  period  then  ended.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
November 30, 1996, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our  opinion,  the  financial  statements  and  the  financial  highlights
referred to above  present  fairly,  in all  material  respects,  the  financial
position of American  Century  Capital Manager Fund as of November 30, 1996, the
results of its  operations for the year then ended and the statements of changes
in its net assets and financial highlights for each of the years in the two year
period then ended, in conformity with generally accepted accounting principles.

/s/KPMG Peat Marwick LLP
Kansas City, Missouri
January 3, 1997

22    Independent Auditors' Report                  American Century Investments


                              IMPORTANT NOTICE FOR
                         ALL IRA AND 403(b) SHAREHOLDERS

   As required by law,  any  distributions  you receive  from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn amount, unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

   When you plan to  withdraw,  you may make your  election  by  completing  our
Conversions/  Redemptions  form or an IRS Form W-4P.  Call American  Century for
either form. Your written election is valid for only six months from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

   Remember,  even if you elect not to have income tax withheld,  you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.

Annual Report                                             Important Notice    23


                             BACKGROUND INFORMATION


Investment Philosophy & Policies

   American  Century  offers  four asset  allocation  funds,  including  Capital
Manager. Each fund invests in a diversified portfolio of stocks, bonds and money
market  securities,  with the  objective  of  achieving as high a level of total
return as is consistent  with the fund's risk profile,  given its asset mix. The
funds rely on a team management  approach--although one lead manager coordinates
the  funds'  investments,  groups of  managers  are  responsible  for the active
management of the individual fund components.

   Capital  Manager  seeks to maximize  total  return  consistent  with  prudent
investment  risk. The fund emphasizes a balance between stocks and bonds,  along
with a lesser allocation of money market securities and natural resources-linked
investments.


Comparative Indices

   The following  comparative  indices are not investment products available for
purchase.

   The S&P 500 was created by Standard & Poor's  Corporation and consists of the
500 largest  companies  traded on the New York Stock Exchange.  Although the S&P
500  represents  less than 10% of all U.S.  stocks,  these 500 companies make up
approximately  70% of the total market  capitalization of the U.S. stock market.
As a result, the S&P 500 is considered a broad measure of the U.S. stock market.

   The   Lehman    Aggregate    Bond   Index   is   composed   of   the   Lehman
Government/Corporate  Index and the Lehman Mortgage-Backed  Securities Index. It
reflects the price fluctuations of Treasury  securities,  U.S. government agency
securities, corporate bond issues and mortgage-backed securities.

   The Morgan Stanley  Europe,  Australia,  Far East (EAFE(R)) Index is a widely
followed group of stocks from 20 different countries.

   The  Salomon  Brothers  Non-U.S.  World  Government  Bond Index  consists  of
fixed-income government bonds from 13 countries (excluding the United States).

   The Three-Month Treasury Bill Index is derived from secondary market interest
rates as published by the Federal Reserve Bank.

   The fund's benchmark consists of a combination of the above indices, weighted
to match the fund's neutral asset mix. The natural resources-linked  investments
are represented by the Philadelphia Gold & Stock Index.


Lipper Rankings

   Lipper  Analytical  Services,  Inc. is an  independent  mutual  fund  ranking
service. Rankings are based on average annual total returns for each fund in the
"Flexible Portfolio Funds" category for the periods indicated.  Rankings are not
included for periods less than one year. The "Flexible Portfolio Funds" category
includes  funds that allocate  their  investments  across various asset classes,
with a focus on total return.



 THE FUND'S NEUTRAL ASSET MIX
   U.S. Stocks                             35%
   Foreign Stocks                           6%
   U.S. Bonds                              35%
   Foreign Bonds                            6%
   Cash (money market securities)          15%
   Natural Resources-Linked Investments     3%



 PORTFOLIO MANAGEMENT TEAM
   Lead Manager            Jeff Tyler
   U.S. Stocks             Phil Davidson, Glenn Fogle,
                           Dong Zhang, Peter Zuger
   Foreign Stocks          Henrik Strabo, Ted Tyson
   U.S. Bonds              Casey Colton, Bud Hoops,
                           Jeff Houston, Dave Schroeder
   Foreign Bonds           Bill Martin, Jeff Tyler
   Money Market Securities Bob Gahagan, Amy O'Donnell
   Natural Resources       Bill Martin

24    Background Information                        American Century Investments


                                    GLOSSARY


Returns

   Total  Return  figures show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

   Average Annual Total Returns illustrate the annually  compounded returns that
would  have  produced  the  fund's   cumulative  total  returns  if  the  fund's
performance  had been  constant  over the entire  period.  Average  annual total
returns  smooth  out  variations  in a fund's  return;  they are not the same as
fiscal year-by-year results.


Stock Portfolio Statistics

   Dividend Yield--a percentage return calculated by dividing a company's annual
cash dividend by the current market value of the company's stock.

   Price/Earnings (P/E) Ratio--a stock value measurement  calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)


Bond Portfolio Statistics

   Weighted  Average  Maturity--measures  the  average  amount of time until the
securities in a bond portfolio mature, weighted by dollar amount.

   Average Duration--measures the interest rate sensitivity of a bond portfolio.
Average  duration,  measured in years,  represents  the  approximate  percentage
change in the value of a bond portfolio if interest rates move up or down by one
percentage point (i.e., 1%).  Therefore,  longer portfolio  durations  typically
mean greater sensitivity to changes in interest rates.


Fixed-Income Security Types

   Corporate  Bonds--debt  securities  or  instruments  issued by companies  and
corporations. Short-term corporate securities are typically issued to raise cash
and  cover  current  expenses  in  anticipation  of future  revenues;  long-term
corporate  securities are issued to finance  capital  expenditures,  such as new
plant construction or equipment purchases.

   Foreign  Government  Securities--debt  securities  issued  or  guaranteed  by
foreign  governments or their political  subdivisions.  Some of these securities
are direct obligations of the issuing government; others are backed by some form
of government sponsorship.

   Mortgage-Backed Securities--debt securities that represent ownership in pools
of  mortgage   loans.   Most   mortgage-backed   securities  are  structured  as
"pass-throughs"--the monthly payments of principal and interest on the mortgages
in the pool are  collected by the bank that  securitized  the  mortgages and are
"passed through" to investors.  While the payments of principal and interest are
considered  secure (many are backed by government agency  guarantees),  the cash
flow is less certain than in other fixed-income investments.  Mortgages that are
paid off early reduce future interest payments from the pool.

   U.S. Government Agency Securities--debt  securities issued by U.S. government
agencies  (such as the Federal Home Loan Bank and the Federal Farm Credit Bank).
Some  agency  securities  are  backed by the full  faith and  credit of the U.S.
government,  while others are guaranteed only by the issuing agency.  Government
agency  securities  include  discount  notes  (maturing in one year or less) and
medium-term notes, debentures and bonds (maturing in three months to 50 years).

   U.S.  Treasury  Securities--debt  securities  issued by the U.S. Treasury and
backed by the direct  "full  faith and  credit"  pledge of the U.S.  government.
Treasury  securities  include  bills  (maturing  in one  year  or  less),  notes
(maturing in two to ten years) and bonds (maturing in more than ten years).


Annual Report                                                     Glossary    25


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