AMERICAN CENTURY MUTUAL FUNDS INC (Form: 485BPOS, Received: 11/29/1999 13:33:12)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 87 [X]

and/or

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

Amendment No. 87 [X]

(Check appropriate box or boxes.)

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

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

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

David C. Tucker, Esq., 4500 Main Street, Kansas City, MO 64111
_________________________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: November 30, 1999

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

[ ] immediately upon filing pursuant to paragraph (b)
[X] on November 30, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

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

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[cover]

AMERICAN CENTURY

Prospectus

Veedot(reg.sm) Fund

November 30, 1999
Investor Class

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

Distributed by
Funds Distributor, Inc.

[america century logo and text logo (reg. sm)]
American
Century

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

American Century
Investments

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

Dear Investor,

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

Here's what you'll find:

* The fund's primary investments and risks

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

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

* Helpful tips and definitions of key investment terms

Whether you're a current investor or investing in mutual funds for the first
time, this prospectus will give you a clear understanding of the fund. If you
have questions, our Investor Relations Representatives are available weekdays 7
a.m. to 7 p.m. and Saturdays 9 a.m. to 2 p.m. Central time. Our toll-free number
is 1-800-345-2021. We look forward to helping you achieve your financial goals.

Sincerely,

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

TABLE OF CONTENTS

An Overview of the Fund .................................................... 2
Fees and Expenses .......................................................... 3
Objectives, Strategies and Risks ........................................... 4
Management ................................................................. 6
Investing with American Century ............................................ 8
Share Price and Distributions .............................................. 12
Taxes ...................................................................... 13
Multiple Class Information ................................................. 14

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

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

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund uses a systematic, highly-automated approach to common stock investing.
This approach is designed to identify companies, regardless of industry type or
geographic location, that are growing and whose share price patterns suggest
their stocks are likely to increase in value. A more detailed description of the
fund's investment style begins on page 4.

The fund's principal risks include

* RELIANCE ON INVESTMENT PROCESS - The fund's investment process is heavily
automated. If the investment style embedded in this process falls out of
favor with the market, the fund's performance may suffer.

* HIGH TURNOVER - The fund's PORTFOLIO TURNOVER may be very high. This could
result in relatively high commission costs and capital gains tax liabilities
for the fund and its shareholders, which may hurt the fund's performance.

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

* NONDIVERSIFICATION - The fund is NONDIVERSIFIED. As such, it may hold large
positions in a small number of securities. If so, a price change in any one
of those securities may have a greater impact on the fund's share price than
would be the case in a diversified fund.

* PRICE VOLATILITY - The value of the fund's shares may fluctuate significantly
in the short term as a result of high portfolio turnover, market risk and
nondiversification.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which can be
riskier than investing in U.S. stocks.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* comfortable with the fund's short-term price volatility

* comfortable with the risks associated with the fund's investment strategy

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

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

* not investing through an IRA or other tax-advantaged retirement plan and are
concerned about the tax consequences of high portfolio turnover

Fund Performance History

As a new fund, the fund's performance history is not available as of the date of
this Prospectus.

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PORTFOLIO TURNOVER is a measure of how frequently a fund buys and sells
portfolio securities.

A NONDIVERSIFIED fund may invest a larger percentage of its assets in a smaller
number of securities than a diversified fund.

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

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For current performance information, please call us at 1-800-345-2021 or visit
American Century's Web site at www.americancentury.com.

2 American Century Investments 1-800-345-2021

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
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Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 2.0%(1)

(1) For shares held for less than five years.

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Distribution and Other Total Annual Fund
Fee(1) Service(12b-1) Fees Expenses(2) Operating Expenses
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Veedot 1.50% None 0.00% 1.50%

(1) The fund has a stepped fee schedule. As a result, the fund's management fee
rate generally decreases as fund assets increase. Please consult the
Statement of Additional Information for more details about the fund's
management fee.

(2) Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for the current fiscal year.

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years
--------------------------------------------------------------------------------
Veedot $359 $693

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
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Veedot $152 $472

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

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VEEDOT FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund uses a systematic, highly-automated approach to common stock investing
developed by American Century. This approach relies heavily on quantitative
tools to identify attractive investment opportunities, regardless of industry
type or geographic location, on a disciplined, consistent basis.

These tools include a fundamental process that screens thousands of
publicly-traded securities to identify those that meet the fund's strict,
proprietary growth requirements.

The fund's methodology also attempts to identify companies whose share price
patterns suggest that they are likely to either rise or fall in price (commonly
referred to as technical analysis). This technical analysis is particularly
oriented to identifying attractive price patterns for companies meeting the
growth requirements mentioned above. These would be candidates for purchase.
Conversely, companies whose share price patterns suggest they are likely to
decline in price would be candidates for sale, if owned by the fund. On
occasion, the process may look favorably on a company whose share price pattern
appears attractive even though the company looks less attractive based on the
growth screen.

The fund managers do not attempt to time the market. Instead, they intend to
keep the fund essentially fully invested in stocks regardless of the movement of
stock prices generally. However, at the fund managers' discretion, the fund may
invest up to 100% of its assets in U.S. government securities if the fund's
investment methodology fails to generate sufficient investment ideas or to
respond to adverse market, economic, political or other conditions. The fund may
not achieve its investment objectives while taking such a temporary defensive
position.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
securities, equity equivalent securities, NON-LEVERAGED futures and options,
notes, bonds and other debt securities. The fund limits its purchase of debt
securities to investment-grade obligations. Futures and options can help the
fund's cash assets remain liquid while performing more like stocks. The fund has
a policy governing futures and options and similar derivative securities to help
manage the risk of these types of investments. A complete description of the
derivatives policy is included in the Statement of Additional Information.

Although the fund's managers expect it initially will invest primarily in U.S.
companies, there is no limit on the amount of assets the fund can invest in
foreign companies.

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NON-LEVERAGED means that the fund may not invest in futures contracts where it
Would be posible to lose more than the fund invested.

4 American Century Investments 1-800-345-2021

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The process driving the fund is specifically designed to respond quickly to
changing stock market conditions. As a result, the fund's portfolio turnover may
be significantly higher than that of many other funds. This heavy turnover,
perhaps as much as 200-300% per year or more, could result in relatively high
commission costs, substantial capital gain realizations for the fund, and
capital gains tax liabilities for the fund's shareholders.

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

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if it no longer meets their investment criteria.
While the managers believe this strategy provides substantial appreciation
potential over the long term, in the short term it can create a significant
amount of share price volatility. This volatility can be greater than that of
the average stock fund.

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

The fund is nondiversified. This means that the fund's managers may choose to
invest in a relatively small number of securities. If so, a price change in any
one of these securities may have a greater impact on the fund's share price than
would be the case if the fund were diversified. Although the fund's managers
expect it will ordinarily invest in enough securities to qualify as a
diversified fund, its nondiversified status gives them more flexibility to
invest heavily in the most attractive companies identified by the fund's
methodology.

Although the fund managers intend initially to invest the fund's assets
primarily in U.S. stocks, the fund may invest in securities of foreign
companies. To the extent a fund invests in foreign securities, the overall risk
of the fund could be affected. Foreign securities can have certain unique risks,
including fluctuations in currency exchange rates, less stable political and
economic structures, reduced availability of public information, and lack of
uniform financial reporting and regulatory practices similar to those that apply
in the United States. These factors make investing in foreign securities
generally riskier than investing in U.S. stocks.

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

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

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

THE INVESTMENT ADVISOR

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

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

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the Investor
Class shares of Veedot. The amount of the management fee is calculated on a
class-by-class basis daily and paid monthly. Veedot will pay the advisor a
unified management fee of 1.50% of the first $500 million of average net assets,
1.45% of the next $500 million of average net assets and 1.40% of average net
assets over $1 billion of the Investor Class shares.

The Statement of Additional Information contains detailed information about the
calculation of the management fee. Out of that fee, the advisor pays all
expenses of managing and operating the fund except brokerage expenses, taxes,
interest, fees and expenses of the independent directors (including legal
counsel fees), and extraordinary expenses. A portion of the management fee may
be paid by the fund's advisor to unaffiliated third parties who provide
recordkeeping and administrative services that would otherwise be performed by
an affiliate of the advisor.

THE FUND MANAGEMENT TEAM

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

The portfolio managers on the investment team are identified below:

JAMES E. STOWERS III

Mr. Stowers, Chief Executive Officer and Portfolio Manager, has been a member of
the team that manages the fund since its inception in November 1999. He also is
the Chief Investment Officer-U.S. Growth Equities and as such oversees the
investment discipline used by the fund and seven other growth funds. He joined
American Century in 1981. He has a bachelor's degree in finance from Arizona
State University.

JOHN SMALL JR.

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

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CODE OF ETHICS

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

6 American Century Investments 1-800-345-2021

FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

Many of the world's computer systems were originally programmed in a way that
prevented them from properly recognizing or processing date-sensitive
information relating to the Year 2000 and beyond. Because this may impact the
computer systems of various American Century-affiliated and external service
providers for the fund, American Century formally initiated a Year 2000
readiness project in July 1997. It involves a team of information technology
professionals assisted by outside consultants and guided by a senior-level
steering committee. The team's goal is to assess the impact of the Year 2000 on
American Century's systems, renovate or replace noncompliant critical systems
and test those systems. In addition, the team has been working to gather
information about the Year 2000 efforts of the fund's other major service
providers.

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

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

www.americancentury.com American Century Investments 7

INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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

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

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

Automated Information Line
1-800-345-8765

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

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

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

SELL SHARES
Call an Investor Relations Representative.

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BY MAIL OR FAX
P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

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

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

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

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

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ONLINE
www.americancentury.com

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

EXCHANGE SHARES
Exchange shares from another American Century account.

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

SELL SHARES Not available.

8 American Century Investments 1-800-345-2021

A NOTE ABOUT MAILINGS TO SHAREHOLDERS

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

YOUR GUIDE TO SERVICES AND POLICIES

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

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

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

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

+For additional investments only

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

SELL SHARES
You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES Not available.

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AUTOMATICALLY

OPEN AN ACCOUNT
Not available.

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

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

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

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IN PERSON
If you prefer to handle your transactions in person, visit one of our Investor
Centers and a representative can help you open an account, make additional
investments and sell or exchange shares.

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

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

www.americancentury.com American Century Investments 9

MINIMUM INITIAL INVESTMENT AMOUNT

To open an account, the minimum investment is $10,000

REDEMPTIONS

If you sell your shares of Veedot within five years of their purchase, you will
pay a redemption fee of 2.0% of the value of the shares sold. The redemption fee
does not apply to shares purchased through reinvested distributions (dividends
and capital gains) from Veedot. The redemption fee is retained by the fund. It
is intended to discourage short-term investments in the fund as well as to
decrease the negative impact that short-term investors have on the shareholders
remaining in the fund.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your redemption activity causes your account balance to fall below the
minimum initial investment amount, we will notify you and give you 90 days to
meet the minimum. If you do not meet the deadline, American Century will redeem
the shares in the account and send the proceeds to your address of record.

ABUSIVE TRADING PRACTICES

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

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

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

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

10 American Century Investments 1-800-345-2021

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

Please contact your financial intermediary or plan sponsor for a complete
description of its policies.

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

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

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

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[graphics of pointing finger]
Financial intermediaries include banks, broker-dealers, insurance companies and
investment advisors.

www.americancentury.com American Century Investments 11

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

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

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

DISTRIBUTIONS

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

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

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

[left margin]

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

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

12 American Century Investments 1-800-345-2021

TAXES

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

Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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

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

The tax status of any distributions of capital gains is determined by how long
the fund held the underlying security that was sold, not by how long you have
been invested in the fund or whether you reinvest your distributions in
additional shares or take them in cash. American Century will inform you of the
tax status of fund distributions for each calendar year in an annual tax mailing
(Form 1099-DIV).

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

Taxes on Transactions

Your redemptions -- including exchanges to other American Century funds -- are
subject to capital gains tax. The table above can provide a general guide for
your potential tax liability when selling or exchanging fund shares. Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares decrease in value, their sale or exchange will result in a long-term or
short-term capital loss. However, you should note that loss realized upon the
sale or redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distribution of long-term capital
gain and disallowed to the extent of any distribution of tax-exempt income to
you with respect to those shares. If a loss is realized on the redemption of
fund shares, the reinvestment in additional fund shares within 30 days before or
after the redemption may be subject to the wash sale rules of the Internal
Revenue Code. This may result in a postponement of the recognition of such loss
for federal income tax purposes.

If you have not certified to us that your Social Security number or tax
identification number is correct and that you are not subject to 31%
withholding, we are required to withhold and remit 31% of dividends, capital
gains distributions and redemptions to the IRS.

[left margin]
[graphic of pointing finger]

BUYING A DIVIDEND

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

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

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

www.americancentury.com American Century Investments

MULTIPLE CLASS INFORMATION

American Century offers three classes of the fund: Investor Class, Institutional

Class and Advisor Class. The shares offered by this Prospectus are Investor
Class shares and have no up-front or deferred charges, commissions or 12b-1
fees.

American Century offers the other classes of shares primarily to institutional
investors through institutional distribution channels, such as
employer-sponsored retirement plans, or through banks, broker-dealers and
insurance companies. The other classes have different fees, expenses and/or
minimum investment requirements than the Investor Class. The difference in the
fee structures between the classes is the result of their separate arrangements
for shareholder and distribution services and not the result of any difference
in amounts charged by the advisor for core investment advisory services.
Accordingly, the core investment advisory expenses do not vary by class.
Different fees and expenses will affect performance. For additional information
concerning the other classes of shares not offered by this Prospectus, call us
at 1-800-345-3533 for Advisor or Institutional Class shares. You also can
contact a sales representative or financial intermediary who offers those
classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences between the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting such class; (d) each class may
have different exchange privileges; and (e) the Institutional Class may provide
for automatic conversion from that class into shares of the Investor Class of
the same fund.

14 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 15

NOTES

16 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 17

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

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

Statement of Additional Information

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

You may obtain a free copy of the SAI or annual and semiannual reports, and ask
questions about the fund or your accounts, by contacting American Century at the
address or telephone numbers listed below.

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

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

* On the internet www.sec.gov.

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

Investment Company Act File No. 811-0816

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

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

1-800-345-2021 or 816-531-5575

9911
SH-PRS-17678

AMERICAN CENTURY
Prospectus

Veedot(reg.sm) Fund

November 30, 1999
Institutional Class

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

Distributed by
Funds Distributor, Inc.

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

[left margin]

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

American Century
Investments

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

Dear Investor,

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

Here's what you'll find:

* The fund's primary investments and risks

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

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

* Helpful tips and definitions of key investment terms

Whether you're a current investor or investing in mutual funds for the first
time, this prospectus will give you a clear understanding of the fund. If you
have questions, our Service Representatives are available weekdays 8 a.m. to 5
p.m. Central time. Our toll-free number is 1-800-345-3533. We look forward to
helping you achieve your financial goals.

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

[left margin]

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

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

TABLE OF CONTENTS

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund's principal risks include

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

* PRICE VOLATILITY - The value of the fund's shares may fluctuate significantly
in the short term as a result of high portfolio turnover, market risk and
nondiversification.

* FOREIGN SECURTIES - The fund may invest in foreign securities, which can be
riskier than investing in U.S. stocks.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* comfortable with the fund's short-term price volatility

* comfortable with the risks associated with the fund's investment strategy

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

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

* not investing through an IRA or other tax-advantaged retirement plan and are
concerned about the tax consequences of high portfolio turnover

Fund Performance History

As a new fund, the fund's performance history is not available as of the date of
this Prospectus.

[left margin}

PORTFOLIO TURNOVER is a measure of how frequently a fund buys and sells
portfolio securities.

A NONDIVERSIFIED fund may invest a larger percentage of its assets in a smaller
number of securities than a diversified fund.

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

[graphic of pointing finger]
For current performance information, please call us at 1-800-345-3533 or visit
American Century's Web site at www.americancentury.com.

2 American Century Investments 1-800-345-3533

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

SHAREHOLDER TRANSACTION EXPENSES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 2.0%(1)

(1) For shares held for less than five years.

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

Management Distribution and Other Total Annual Fund
Fee(1) Service (12b-1) Fees Expenses(2) Operating Expenses
-----------------------------------------------------------------------------
Veedot 1.30% None 0.00% 1.30%

(2) Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for the current fiscal year.

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years
--------------------------------------------------------------------------------
Veedot $339 $633

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
--------------------------------------------------------------------------------
Veedot $132 $410

[left margin]

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

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VEEDOT FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

These tools include a fundamental process that screens thousands of
publicly-traded securities to identify those that meet the fund's strict,
proprietary growth requirements. The methodology identifies companies whose
earnings and revenues are growing at a successively faster, or accelerating,
pace.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The fund will usually purchase common stocks, but they can purchase other types
of securities as well, such as domestic and foreign preferred stocks,
convertible securities, equity equivalent securities, NON-LEVERAGED futures and
options, notes, bonds and other debt securities. The fund limits its purchase of
debt securities to investment-grade obligations. Futures and options can help
the fund's cash assets remain liquid while performing more like stocks. The fund
has a policy governing futures and options and similar derivative securities to
help manage the risk of these types of investments. A complete description of
the derivatives policy is included in the Statement of Additional Information.

Although the fund's managers expect it initially will invest primarily in U.S.
companies, there is no limit on the amount of assets the fund can invest in
foreign companies.

[left margin]

[graphic of pointing finger]
NON-LEVERAGED means that the fund may not invest in futures contracts where it
would be possible to lose more than the fund invested.

4 American Century Investments 1-800-345-3533

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the
Institutional Class shares of Veedot. The amount of the management fee is
calculated on a class-by-class basis daily and paid monthly. Veedot will pay the
advisor a unified management fee of 1.30% of the first $500 million of average
net assets, 1.25% of the next $500 million of average net assets and 1.20% of
average net assets over $1 billion of the Institutional Class shares.

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

JAMES E. STOWERS III

JOHN SMALL JR.

[left margin]

[graphic of pointing finger]

Code of Ethics

6 American Century Investments 1-800-345-3533

FUNDAMENTAL INVESTMENT POLICIES

YEAR 2000 ISSUES

www.americancentury.com American Century Investments 7

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

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

MINIMUM INITIAL INVESTMENT AMOUNTS

The minimum investment is $5 million ($3 million for endowments and foundations)
per fund. If you invest with us through a financial intermediary, the minimum
investment requirement may be met by aggregating the investments of various
clients of your financial intermediary. The minimum investment requirement may
be waived if you or your financial intermediary, if applicable, has an aggregate
investment in our family of funds of $10 million or more ($5 million for
endowments and foundations). In addition, financial intermediaries or plan
recordkeepers may require retirement plans to meet certain additional
requirements, such as plan size or a minimum level of assets per participant, in
order to be eligible to purchase Institutional Class shares.

REDEMPTIONS

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your balance or the balance of your financial intermediary, if applicable,
falls below the minimum investment requirements due to redemptions or exchanges,
we reserve the right to convert your shares to Investor Class shares of the same
fund. The Investor Class shares have a unified management fee that is 0.20%
higher than the Institutional Class.

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

8 American Century Investments 1-800-345-3533

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------

BY TELEPHONE
Service Representative
1-800-345-3533

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

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

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

SELL SHARES Call a Service Representative.

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

Fax
816-340-4655

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

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

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

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

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

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

MAKE ADDITIONAL INVESTMENTS
Follow the wire instructions provided in the "Open an account"
section

SELL SHARES
You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES Not available.

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

OPEN AN ACCOUNT
Not available.

EXCHANGE SHARES
Send us written instructions to set up an automatic exchange of your shares From
one American Century account to another.

MAKE ADDITIONAL INVESTMENTS
Select "Establish Automatic Investments" on your account application
to make automatic purchases of shares on a regular basis. You must invest at
least $600 per year per account.

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

www.americancentury.com American Century Investments 9

ABUSIVE TRADING PRACTICES

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

10 American Century Investments 1-800-345-3533

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

* minimum investment requirements
* exchange policies
* fund choices
* cutoff time for investments

Please contact your financial intermediary or plan sponsor for a complete
description of its policies.

[left margin]

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

www.americancentury.com American Century Investments 11

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

DISTRIBUTIONS

[left margin]

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

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

12 American Century Investments 1-800-345-3533

TAXES

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

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

Taxes on Transactions

[left margin]

[graphic of pointing finger]
Buying a Dividend

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

www.americancentury.com American Century Investments 13

MULTIPLE CLASS INFORMATION

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

The Investor Class, which has no up-front or deferred charges, commissions or
12b-1 fees, is offered primarily to retail investors. The other classes have
different fees, expenses and/or minimum investment requirements than the
Institutional Class. The difference in the fee structures between the classes is
the result of their separate arrangements for shareholder and distribution
services and not the result of any difference in amounts charged by the advisor
for core investment advisory services. Accordingly, the core investment advisory
expenses do not vary by class. Different fees and expenses will affect
performance. For additional information concerning the other classes of shares
not offered by this Prospectus, call us at

* 1-800-345-2021 for Investor Class shares
* 1-800-345-3533 for Advisor Class shares

You also can contact a sales representative or financial intermediary who offers
those classes of shares.

Except as described below, all classes of shares of the fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences between the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting such class; (d) each class may
have different exchange privileges; and (e) the Institutional Class may provide
for automatic conversion from that class into shares of the Investor Class of
the same fund.

14 American Century Investments 1-800-345-3533

NOTES

www.americancentury.com American Century Investments 15

NOTES

16 American Century Investments 1-800-345-3533

NOTES

www.americancentury.com American Century Investments 17

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information

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

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

* On the internet www.sec.gov.

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

Investment Company Act File No. 811-0816

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

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-3533 or 816-531-5575

9911
SH-PRS-17680

AMERICAN CENTURY
Prospectus

Veedot(reg.sm) Fund

November 30, 1999
Advisor Class

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

Distributed by
Funds Distributor, Inc.

[american century logo and text logo (reg. sm)}
American
Century

[left margin]

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

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

Dear Investor,

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

Here's what you'll find:

* The fund's primary investments and risks

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

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

* Helpful tips and definitions of key investment terms

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

TABLE OF CONTENTS
An Overview of the Fund .................................................... 2
Fees and Expenses .......................................................... 3
Objectives, Strategies and Risks ........................................... 4
Management ................................................................. 6
Investing with American Century ............................................ 8
Share Price and Distributions .............................................. 10
Taxes ...................................................................... 11
Multiple Class Information ................................................. 12

[left margin]

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

This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund's principal risks include

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

* PRICE VOLATILITY - The value of the fund's shares may fluctuate significantly
in the short term as a result of high portfolio turnover, market risk and
nondiversification.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which can be
riskier than investing in U.S. stocks.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* comfortable with the fund's short-term price volatility

* comfortable with the risks associated with the fund's investment strategy

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

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

* not investing through an IRA or other tax-advantaged retirement plan and are
concerned about the tax consequences of high portfolio turnover

Fund Performance History

As a new fund, the fund's performance history is not available as of the date of
this Prospectus.

[left margin]

PORTFOLIO TURNOVER is a measure of how frequently a fund buys and sells
portfolio securities.

A NONDIVERSIFIED fund may invest a larger percentage of its assets in a smaller
number of securities than a diversified fund.

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An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

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For current performance information, please call us at 1-800-345-3533 or visit
American Century's Web site at www.americancentury.com.

2 American Century Investments 1-800-345-3533

1EES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

(1) For shares held for less than five years.

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

Management Distribution and Other Total Annual Fund
Fee(1) Service (12b-1) Fees(2) Expenses(3) Operating Expenses
-----------------------------------------------------------------------------

Veedot 1.25% 0.50% 0.00% 1.75%

(2) The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the advisor, and a portion is used to
compensate them for distribution and other shareholder services. See
"Service and Distribution Fees," page 12.

(3) Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for the current fiscal year.

EXAMPLE

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

* invest $10,000 in the fund
* redeem all of your shares at the end of the periods shown below
* earn a 5% return each year
* incur the same operating expenses as shown above

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

1 year 3 years
----------------------------------------------------------------------------
Veedot $383 $767

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
----------------------------------------------------------------------------
Veedot $177 $548

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

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VEEDOT FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

These tools include a fundamental process that screens thousands of
publicly-traded securities to identify those that meet the fund's strict,
proprietary growth requirements.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

Although the fund's managers expect it initially will invest primarily in U.S.
companies, there is no limit on the amount of assets the fund can invest in
foreign companies.

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NON-LEVERAGED means that the fund may not invest in futures contracts where it
would be possible to lose more than the fund invested.

4 American Century Investments 1-800-345-3533

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the Advisor
Class shares of Veedot. The amount of the management fee is calculated on a
class-by-class basis daily and paid monthly. Veedot will pay the advisor a
unified management fee of 1.25% of the first $500 million of average net assets,
1.20% of the next $500 million of average net assets and 1.15% of average net
assets over $1 billion of the Advisor Class shares.

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

JAMES E. STOWERS III

JOHN SMALL JR.

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

6 American Century Investments 1-800-345-3533

FUNDAMENTAL INVESTMENT POLICIES

YEAR 2000 ISSUES

www.americancentury.com American Century Investments 7

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

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

REDEMPTIONS

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

Please contact your financial intermediary or plan sponsor for a complete
description of its policies.

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Financial intermediaries include banks, broker-dealers, insurance companies and
investment advisors.

8 American Century Investments 1-800-345-3533

ABUSIVE TRADING PRACTICES

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

www.americancentury.com American Century Investments 9

The SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

DISTRIBUTIONS

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

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

10 American Century Investments 1-800-345-3533

TAXES

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

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

Taxes on Transactions

Your redemptions -- including exchanges to other American Century funds - are
subject to capital gains tax. The table above can provide a general guide for
your potential tax liability when selling or exchanging fund shares. Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares decrease in value, their sale or exchange will result in a long-term or
short-term capital loss. However, you should note that loss realized upon the
sale or redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distribution of long-term capital
gain and disallowed to the extent of any distribution of tax-exempt income to
you with respect to those shares. If a loss is realized on the redemption of
fund shares, the reinvestment in additional fund shares within 30 days before or
after the redemption may be subject to the wash sale rules of the Internal
Revenue Code. This may result in a postponement of the recognition of such loss
for federal income tax purposes.

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BUYING A DIVIDEND

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

www.americancentury.com American Century Investments 11

MULTIPLE CLASS INFORMATION

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

The Investor Class, which has no up-front or deferred charges, commissions or
12b-1 fees, is offered primarily to retail investors. The other classes have
different fees, expenses and/or minimum investment requirements than the Advisor
Class. The difference in the fee structures between the classes is the result of
their separate arrangements for shareholder and distribution services and not
the result of any difference in amounts charged by the advisor for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at

* 1-800-345-2021 for Investor Class shares

* 1-800-345-3533 for Institutional Class shares.

You also can contact a sales representative or financial intermediary who offers
those classes of shares.

SERVICE AND DISTRIBUTION FEES

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

12 American Century Investments 1-800-345-3533

NOTES

www.americancentury.com American Century Investments 13

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information

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

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

* On the internet www.sec.gov.

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

Investment Company Act File No. 811-0816

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

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-3533 or 816-531-5575

9911
SH-PRS-17679

AMERICAN CENTURY

Statement of Additional
Information

Veedot(reg.sm) Fund

NOVEMBER 30, 1999

American Century
Mutual Funds, Inc.

THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUND'S
PROSPECTUS, DATED NOVEMBER 30, 1999, BUT IS NOT A PROSPECTUS. THE STATEMENT OF
ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUND'S CURRENT
PROSPECTUS. IF YOU WOULD LIKE A COPY OF A PROSPECTUS, PLEASE CONTACT US AT THE
ADDRESS OR TELEPHONE NUMBERS LISTED ON THE BACK COVER OR
VISIT AMERICAN CENTURY'S WEB SITE AT
WWW.AMERICANCENTURY.COM.

THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES BY REFERENCE CERTAIN
INFORMATION THAT APPEARS IN THE FUND'S ANNUAL AND SEMIANNUAL REPORTS, WHICH ARE
DELIVERED TO ALL SHAREHOLDERS. YOU MAY OBTAIN A FREE COPY OF THE FUND'S ANNUAL
OR SEMIANNUAL REPORTS BY CALLING 1-800-345-2021.

Distributed by Funds
Distributor, Inc.

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

TABLE OF CONTENTS

The Fund's History ......................................................... 2
Fund Investment Guidelines ................................................. 2
Fund Investments and Risks ................................................. 3
Investment Strategies and Risks ....................................... 3
Investment Policies ................................................... 11
Portfolio Turnover .................................................... 13
Management ................................................................. 14
The Board of Directors ................................................ 14
Officers .............................................................. 17
Service Providers .......................................................... 18
Investment Advisor .................................................... 18
Transfer Agent and Administrator ...................................... 19
Distributor ........................................................... 19
Other Service Providers .................................................... 20
Custodian Banks ....................................................... 20
Independent Auditor ................................................... 20
Brokerage Allocation ....................................................... 20
Information about Fund Shares .............................................. 21
Multiple Class Structure .............................................. 21
Buying and Selling Fund Shares ........................................ 23
Valuation of a Fund's Securities ...................................... 23
Taxes ...................................................................... 24
Federal Income Tax .................................................... 24
State and Local Income Tax ............................................ 26
How Fund Performance Information is Calculated ............................. 26
Performance Comparisons ............................................... 26
Permissible Advertising Information ................................... 27
Multiple Class Performance Advertising ................................ 27

www.americancentury.com American Century Investments 1

THE FUND'S HISTORY

American Century Mutual Funds, Inc. is a registered open-end management
investment company that was organized in 1957 as a Delaware corporation under
the name Twentieth Century Investors, Inc. On July 2, 1990, the company
reorganized as a Maryland corporation, and in January 1997 it changed its name
to American Century Mutual Funds, Inc. Throughout this Statement of Additional
Information we refer to American Century Mutual Funds, Inc. as the corporation.

The fund described in this Statement of Additional Information is a separate
series of the corporation and operates for many purposes as if it were an
independent company. The fund has its own investment objective, strategy,
management team, assets, tax identification and stock registration numbers.

INVESTOR CLASS ADVISOR CLASS INSTITUTIONAL CLASS
-------------------------------------------------------------------------------------------
Ticker Inception Ticker Inception Ticker Inception
Fund Symbol Date Symbol Date Symbol Date
-------------------------------------------------------------------------------------------
Veedot N/A 11/30/1999 N/A N/A N/A N/A
-------------------------------------------------------------------------------------------

FUND INVESTMENT GUIDELINES

This section explains the extent to which the fund's advisor, American Century
Investment Management, Inc., can use various investment vehicles and strategies
in managing a fund's assets. Descriptions of the investment techniques and risks
associated with each appear in the section, "Investment Strategies and
Risks," which begins on page 3. In the case of the fund's principal
investment strategies, these descriptions elaborate upon discussions contained
in the Prospectus.

The fund is an open-end, management investment company as defined in the
Investment Company Act of 1940 (the Investment Company Act). The fund is
nondiversified. Diversified means that, with respect to 75% of its total assets,
the fund will not invest more than 5% of its total assets in the securities of a
single issuer or own more than 10% of the outstanding voting securities of a
single issuer. Although the fund's managers expect it will ordinarily satisfy
the requirements of a diversified fund, its nondiversified status gives them
more flexibility to invest heavily in the most attractive companies identified
by the fund's methodology.

To meet federal tax requirements for qualification as a regulated investment
company, the fund must limit its investments so that at the close of each
quarter of its taxable year (1) no more than 25% of its total assets are
invested in the securities of a single issuer (other than the U.S. government or
a regulated investment company), and (2) with respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.

In general, within the restrictions outlined here and in the fund's Prospectus,
the fund managers have broad powers to decide how to invest fund assets,
including the power to hold them uninvested.

Investments are varied according to what is judged advantageous under changing
economic conditions. It is the advisor's policy to retain maximum flexibility in
management without restrictive provisions as to the proportion of one or another
class of securities that may be held, subject to the investment restrictions
described below. It is the advisor's intention that the fund generally will
consist of domestic and foreign common stocks, and equity equivalent securities.
However, subject to the specific limitations applicable to a fund, the fund's
management team may invest the assets of the fund in varying amounts using other
instruments and techniques, such as those described in the

2 American Century Investments 1-800-345-2021

next section, when such a course is deemed appropriate in order to attempt to
attain a fund's investment objective. Senior securities that, in the opinion of
the managers, are high-grade issues also may be purchased for defensive
purposes.

So long as a sufficient number of acceptable securities are available, the fund
managers intend to keep the fund fully invested in stocks identified as
attractive by the fund's investment methodology, regardless of the movement of
stock prices, generally. However, should the fund's investment methodology fail
to identify sufficient investment candidates, or for any other reason including
the desire to take a temporary defensive position, the fund may invest up to
100% of its assets in U.S. government securities. In most circumstances, the
fund's actual level of cash and cash equivalents will be less than 10%. The
managers may use S&P 500 Index futures as a way to expose the fund's cash
assets to the market, while maintaining liquidity. As mentioned in the
Prospectus, the managers may not leverage the fund's portfolios, so there is no
greater market risk to the fund than if they purchase stocks. See
"Derivative Securities," page 5, "Short-Term Securities,"
page 8 and "Futures and Options," page 8 .

FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

This section describes investment vehicles and techniques that the fund managers
can use in managing a fund's assets. It also details the risks associated with
each, because each technique contributes to a fund's overall risk profile.

Foreign Securities

The fund may invest an unlimited portion of its total assets in the securities
of foreign issuers, including foreign governments, when these securities meet
its standards of selection. Securities of foreign issuers may trade in the U.S.
or foreign securities markets.

Investments in foreign securities may present certain risks, including:

CURRENCY RISK. The value of the foreign investments held by the fund may be
significantly affected by changes in currency exchange rates. The dollar value
of a foreign security generally decreases when the value of the dollar rises
against the foreign currency in which the security is denominated and tends to
increase when the value of the dollar falls against such currency. In addition,
the value of fund assets may be affected by losses and other expenses incurred
in converting between various currencies in order to purchase and sell foreign
securities and by currency restrictions, exchange control regulation, currency
devaluations and political developments.

POLITICAL AND ECONOMIC RISK. The economies of many of the countries in which the
fund invests are not as developed as the economy of the United States and may be
subject to significantly different forces. Political or social instability,
expropriation, nationalization, or confiscatory taxation, and limitations on the
removal of fund or other assets, also could adversely affect the value of
investments. Further, the fund may encounter difficulties or be unable to
enforce ownership rights, pursue legal remedies or obtain judgments in foreign
courts.

REGULATORY RISK. Foreign companies generally are not subject to the regulatory
controls imposed on U.S. issuers and, in general, there is less publicly
available information about foreign securities than is available about domestic
securities. Many foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by the fund may be reduced by a withholding tax at the sources,
which would reduce dividend income payable to shareholders.

www.americancentury.com American Century Investments 3

MARKET AND TRADING RISK. Brokerage commission rates in foreign countries, which
generally are fixed rather than subject to negotiation as in the United States,
are likely to be higher. The securities markets in many of the countries in
which the fund invests will have substantially less trading volume than the
principal U.S. markets. As a result, the securities of some companies in these
countries may be less liquid and more volatile than comparable U.S. securities.
Furthermore, one securities broker may represent all or a significant part of
the trading volume in a particular country, resulting in higher trading costs
and decreased liquidity due to a lack of alternative trading partners. There
generally is less government regulation and supervision of foreign stock
exchanges, brokers and issuers, which may make it difficult to enforce
contractual obligations.

CLEARANCE AND SETTLEMENT RISK. Foreign securities markets also have different
clearance and settlement procedures, and in certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the fund are uninvested and no return is earned thereon. The inability of the
fund to make intended security purchases due to clearance and settlement
problems could cause the fund to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to clearance and settlement
problems could result either in losses to the fund due to subsequent declines in
the value of the portfolio security or, if the fund has entered into a contract
to sell the security, liability to the purchaser.

OWNERSHIP RISK. Evidence of securities ownership may be uncertain in many
foreign countries. In many of these countries, the most notable of which is the
Russian Federation, the ultimate evidence of securities ownership is the share
register held by the issuing company or its registrar. While some companies may
issue share certificates or provide extracts of the company's share register,
these are not negotiable instruments and are not effective evidence of
securities ownership. In an ownership dispute, the company's share register is
controlling. As a result, there is a risk that a fund's trade details could be
incorrectly or fraudulently entered on the issuer's share register at the time
of the transaction, or that a fund's ownership position could thereafter be
altered or deleted entirely, resulting in a loss to the fund. While the fund
intends to limit their direct investments in Russian companies, if any, to those
that utilize an independent registrar, there can be no assurance that such
investments will not result in a loss to the fund.

Convertible Debt Securities

A convertible debt security is a fixed-income security that offers the potential
for capital appreciation through a conversion feature that enables the holder to
convert the fixed-income security into a stated number of shares of common
stock. As fixed-income securities, convertible debt securities provide a stable
stream of income, with generally higher yields than common stocks. Because
convertible debt securities offer the potential to benefit from increases in the
market price of the underlying common stock, however, they generally offer lower
yields than non-convertible securities of similar quality. Of course, like all
fixed- income securities, there can be no assurance of current income because
the issuers of the convertible debt securities may default on their obligations.
In addition, there can be no assurance of capital appreciation because the value
of the underlying common stock will fluctuate.

Convertible debt securities generally are subordinated to other similar but
non-convertible debt securities of the same issuer, although convertible bonds,
as corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.

Unlike a convertible security that is a single security, a synthetic convertible
security is comprised of two distinct securities that together resemble
convertible securities in

4 American Century Investments 1-800-345-2021

certain respects. Synthetic convertible securities are created by combining
non-convertible bonds or preferred stocks with warrants or stock call options.
The options that will form elements of synthetic convertible securities will be
listed on a securities exchange or NASDAQ. The two components of a synthetic
convertible security, which will be issued with respect to the same entity,
generally are not offered as a unit, and may be purchased and sold by the fund
at different times. Synthetic convertible securities differ from convertible
securities in certain respects, including that each component of a synthetic
convertible security has a separate market value and responds differently to
market fluctuations. Investing in synthetic convertible securities involves the
risk normally found in holding the securities comprising the synthetic
convertible security.

Short Sales

A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short.

In a short sale, the seller does not immediately deliver the securities sold and
is said to have a short position in those securities until delivery occurs. To
make delivery to the purchaser, the executing broker borrows the securities
being sold short on behalf of the seller. While the short position is
maintained, the seller collateralizes its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve. If a fund engages in a short sale, the collateral account will be
maintained by the fund's custodian. While the short sale is open, the fund will
maintain in a segregated custodial account an amount of securities convertible
into, or exchangeable for, such equivalent securities at no additional cost.
These securities would constitute the fund's long position.

A fund may make a short sale, as described above, when it wants to sell the
security it owns at a current attractive price, but also wishes to defer
recognition of gain or loss for federal income tax purposes. There will be
certain additional transaction costs associated with short sales, but the fund
will endeavor to offset these costs with income from the investment of the cash
proceeds of short sales.

Portfolio Lending

In order to realize additional income, a fund may lend its portfolio securities.
Such loans may not exceed one-third of the fund's total assets valued at market
except (i) through the purchase of debt securities in accordance with its
investment objectives, policies and limitations, or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

Derivative Securities

To the extent permitted by its investment objectives and policies, the fund may
invest in securities that are commonly referred to as derivative securities.
Generally, a derivative is a financial arrangement, the value of which is based
on, or derived from, a traditional security, asset or market index. Certain
derivative securities are described more accurately as index/structured
securities. Index/structured securities are derivative securities whose value or
performance is linked to other equity securities (such as depositary receipts),
currencies, interest rates, indices or other financial indicators (reference
indices).

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

There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional hedging purposes to
attempt to protect a fund from exposure to changing interest rates, securities
prices or currency

www.americancentury.com American Century Investments 5

exchange rates, and for cash management purposes as a low-cost method of gaining
exposure to a particular securities market without investing directly in those
securities.

No fund may invest in a derivative security unless the reference index or the
instrument to which it relates is an eligible investment for the fund. For
example, a security whose underlying value is linked to the price of oil would
not be a permissible investment because the fund may not invest in oil and gas
leases or futures.

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

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

* the risk that the underlying security, interest rate, market index or other
financial asset will not move in the direction the fund managers anticipate;

* the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the exchange,
either of which may make it difficult or impossible to close out a position
when desired;

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

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

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

Investment in Companies with Limited Operating Histories

The fund may invest up to 10% of its assets in the securities of issuers with
limited operating histories. The fund managers consider an issuer to have a
limited operating history if that issuer has a record of less than three years
of continuous operation. The managers will consider periods of capital
formation, incubation, consolidations, and research and development in
determining whether a particular issuer has a record of three years of
continuous operation.

Investments in securities of issuers with limited operating histories may
involve greater risks than investments in securities of more mature issuers. By
their nature, such issuers present limited operating histories and financial
information upon which the managers may base their investment decision on behalf
of the fund. In addition, financial and other information regarding such
issuers, when available, may be incomplete or inaccurate.

Other Investment Companies

The fund may invest up to 10% of its total assets in other mutual funds,
including those managed by the advisor, provided that the investment is
consistent with the fund's investment policies and restrictions. Under the
Investment Company Act, a fund's investment in such securities, subject to
certain exceptions, currently is limited to (a) 3% of the total voting stock of
any one investment company; (b) 5% of the fund's total assets with respect to
any one investment company; and (c) 10% of a fund's total assets in the
aggregate. Such purchases will be made in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than the customary
brokers' commissions. As a shareholder of another investment company, a fund
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the management fee that the fund bears directly in connection
with its own operations.

6 American Century Investments 1-800-345-2021

Repurchase Agreements

The fund may invest in repurchase agreements when such transactions present an
attractive short-term return on cash that is not otherwise committed to the
purchase of securities pursuant to the investment policies of that fund.

A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to purchase it on a specified
date in the future at an agreed-upon price. The repurchase price reflects an
agreed-upon interest rate during the time the fund's money is invested in the
security.

Because the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in disposing of the collateral, which would reduce the
amount realized thereon. If the seller seeks relief under the bankruptcy laws,
the disposition of the collateral may be delayed or limited. To the extent the
value of the security decreases, the fund could experience a loss.

The fund will limit repurchase agreement transactions to securities issued by
the U.S. government and its agencies and instrumentalities, and will enter into
such transactions with those banks and securities dealers who are deemed
creditworthy pursuant to criteria adopted by the fund's Board of Directors.

The fund will not invest more than 15% of its assets in repurchase agreements
maturing in more than seven days and other illiquid securities.

When-Issued and Forward Commitment Agreements

The fund may sometimes purchase new issues of securities on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the commitment is made, but payment and delivery occur at a future
date (typically 15 to 45 days later).

When purchasing securities on a when-issued or forward commitment basis, a fund
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations. Market rates of interest on debt securities at the time of
delivery may be higher or lower than those contracted for on the when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund. While the fund will make commitments
to purchase or sell securities with the intention of actually receiving or
delivering them, it may sell the securities before the settlement date if doing
so is deemed advisable as a matter of investment strategy.

In purchasing securities on a when-issued or forward commitment basis, a fund
will establish and maintain a segregated account consisting of cash, cash
equivalents or other appropriate liquid securities in an amount sufficient to
meet the purchase price. When the time comes to pay for the when-issued
securities, a fund will meet its obligations with available cash, through the
sale of securities, or, although it would not normally expect to do so, by
selling the when-issued securities themselves (which may have a market value
greater or less than the fund's payment obligation). Selling securities to meet
when-issued or forward commitment obligations may generate taxable capital gains
or losses.

Restricted and Illiquid Securities

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

www.americancentury.com American Century Investments 7

With respect to securities eligible for resale under Rule 144A, the staff of the
Securities and Exchange Commission (SEC) has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the Board of Directors to determine, such
determination to be based upon a consideration of the readily available trading
markets and the review of any contractual restrictions. Accordingly, the Board
of Directors is responsible for developing and establishing the guidelines and
procedures for determining the liquidity of Rule 144A securities. As allowed by
Rule 144A, the Board of Directors of the fund has delegated the day-to-day
function of determining the liquidity of Rule 144A securities to the fund
managers. The Board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

Because the secondary market for such securities is limited to certain qualified
institutional investors, the liquidity of such securities may be limited
accordingly and a fund may, from time to time, hold a Rule 144A or other
security that is illiquid. In such an event, the fund managers will consider
appropriate remedies to minimize the effect on such fund's liquidity.

Short-Term Securities

In order to meet anticipated redemptions, to hold pending the purchase of
additional securities for a fund's portfolio, or, in some cases, for temporary
defensive purposes, the fund may invest a portion of its assets in money market
and other short-term securities.

Examples of those securities include

* Securities issued or guaranteed by the U.S. government and its agencies and
instrumentalities

* Commercial Paper

* Certificates of Deposit and Euro Dollar Certificates of Deposit

* Bankers' Acceptances

* Short-term notes, bonds, debentures or other debt instruments

* Repurchase agreements

In addition, the fund may invest up to 5% of its total assets in any one money
market fund, including those managed by the advisor.

Futures and Options

The fund may enter into futures contracts, options or options on futures
contracts. Generally, futures transactions will be used to:

* protect against a decline in market value of the fund's securities (taking a
short futures position), or

* protect against the risk of an increase in market value for securities in
which the fund generally invests at a time when the fund is not fully
invested (taking a long futures position), or

* provide a temporary substitute for the purchase of an individual security
that may not be purchased in an orderly fashion.

Some futures and options strategies, such as selling futures, buying puts and
writing calls, hedge a fund's investments against price fluctuations. Other
strategies, such as buying futures, writing puts and buying calls, tend to
increase market exposure.

8 American Century Investments 1-800-345-2021

For example, the sale of a future by a fund means the fund becomes obligated to
deliver the security (or securities, in the case of an index future) at a
specified price on a specified date. The purchase of a future means the fund
becomes obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another party of a specific security at a specified future time and price.
The fund managers may engage in futures and options transactions based on
securities indices that are consistent with the fund's investment objectives.
Examples of indices that may be used include the Bond Buyer Index of Municipal
Bonds for fixed-income funds, or the S&P 500 Index for equity funds. The
managers also may engage in futures and options transactions based on specific
securities, such as U.S. Treasury bonds or notes. Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. government agency.

Index futures contracts differ from traditional futures contracts in that when
delivery takes place, no stocks or bonds change hands. Instead, these contracts
settle in cash at the spot market value of the index. Although other types of
futures contracts by their terms call for actual delivery or acceptance of the
underlying securities, in most cases the contracts are closed out before the
settlement date. A futures position may be closed by taking an opposite position
in an identical contract (i.e., buying a contract that has previously been sold
or selling a contract that has previously been bought).

Unlike when the fund purchases or sells a bond, no price is paid or received by
the fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount. This amount is known as initial margin. The
margin deposit is intended to ensure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. A margin deposit does not constitute a margin
transaction for purposes of the fund's investment restrictions. Minimum initial
margin requirements are established by the futures exchanges and may be revised.
In addition, brokers may establish margin deposit requirements that are higher
than the exchange minimums. Cash held in the margin account generally is not
income-producing. Subsequent payments to and from the broker, called variation
margin, will be made on a daily basis as the price of the underlying debt
securities or index fluctuates, making the future more or less valuable, a
process known as marking the contract to market. Changes in variation margin are
recorded by the fund as unrealized gains or losses. At any time prior to
expiration of the future, the fund may elect to close the position by taking an
opposite position that will operate to terminate its position in the future. A
final determination of variation margin is then made; additional cash is
required to be paid by or released to the fund and the fund realizes a loss or
gain.

RISKS RELATED TO FUTURES AND OPTIONS TRANSACTIONS

Futures and options prices can be volatile, and trading in these markets
involves certain risks. If the fund managers apply a hedge at an inappropriate
time or judge interest rate or equity market trends incorrectly, futures and
options strategies may lower a fund's return.

A fund could suffer losses if it is unable to close out its position because of
an illiquid secondary market. Futures contracts may be closed out only on an
exchange that provides a secondary market for these contracts, and there is no
assurance that a liquid secondary market will exist for any particular futures
contract at any particular time. Consequently, it may not be possible to close a
futures position when the fund managers consider it appropriate or desirable to
do so. In the event of adverse price movements, a fund would be required to
continue making daily cash payments to maintain its required margin. If the fund
had insufficient cash, it might have to sell portfolio securities to meet daily
margin requirements at a time when the fund managers would not otherwise elect
to do so. In addition, a fund may be required to deliver or take delivery of
instruments underlying futures contracts it holds. The fund managers will seek
to minimize these risks by

www.americancentury.com American Century Investments 9

limiting the contracts entered into on behalf of the fund to those traded on
national futures exchanges and for which there appears to be a liquid secondary
market.

A fund could suffer losses if the prices of its futures and options positions
were poorly correlated with its other investments, or if securities underlying
futures contracts purchased by a fund had different maturities than those of the
portfolio securities being hedged. Such imperfect correlation may give rise to
circumstances in which a fund loses money on a futures contract at the same time
that it experiences a decline in the value of its hedged portfolio securities. A
fund also could lose margin payments it has deposited with a margin broker, if,
for example, the broker became bankrupt.

Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond the limit. However, the daily limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

OPTIONS ON FUTURES

By purchasing an option on a futures contract, a fund obtains the right, but not
the obligation, to sell the futures contract (a put option) or to buy the
contract (a call option) at a fixed strike price. A fund can terminate its
position in a put option by allowing it to expire or by exercising the option.
If the option is exercised, the fund completes the sale of the underlying
security at the strike price. Purchasing an option on a futures contract does
not require a fund to make margin payments unless the option is exercised.

Although it does not currently intend to do so, the fund may write (or sell)
call options that obligate them to sell (or deliver) the option's underlying
instrument upon exercise of the option. While the receipt of option premiums
would mitigate the effects of price declines, the fund would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract open until the obligation
to deliver it pursuant to the call expired.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

The fund may enter into futures contracts, options or options on futures
contracts.

Under the Commodity Exchange Act, a fund may enter into futures and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed to initial margin and option premiums or (b) for purposes other than
hedging, provided that assets committed to initial margin and option premiums do
not exceed 5% of the fund's total assets. To the extent required by law, the
fund will set aside cash in an amount sufficient to cover its obligations under
the futures contracts and options.

Forward Currency Exchange Contracts

The fund may purchase and sell foreign currency on a spot (i.e., cash) basis and
may engage in forward currency contracts, currency options and futures
transactions for hedging or any other lawful purpose. See "Derivative
Securities," page 5.

The fund expects to use forward contracts under two circumstances:

(1) When the fund managers wish to lock in the U.S. dollar price of a security
when a fund is purchasing or selling a security denominated in a foreign
currency, the fund would be able to enter into a forward contract to do so;
or

10 American Century Investments 1-800-345-2021

(2) When the fund managers believe that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, a fund
would be able to enter into a forward contract to sell foreign currency for
a fixed U.S. dollar amount approximating the value of some or all of its
portfolio securities either denominated in, or whose value is tied to, such
foreign currency.

In the first circumstance, when a fund enters into a trade for the purchase or
sale of a security denominated in a foreign currency, it may be desirable to
establish (lock in) the U.S. dollar cost or proceeds. By entering into forward
contracts in U.S. dollars for the purchase or sale of a foreign currency
involved in an underlying security transaction, the fund will be able to protect
itself against a possible loss between trade and settlement dates resulting from
the adverse change in the relationship between the U.S. dollar and the subject
foreign currency.

Under the second circumstance, when the fund managers believe that the currency
of a particular country may suffer a substantial decline relative to the U.S.
dollar, a fund could enter into a foreign contract to sell for a fixed dollar
amount the amount in foreign currencies approximating the value of some or all
of its portfolio securities either denominated in, or whose value is tied to,
such foreign currency. The fund will segregate on its records cash or securities
in an amount sufficient to cover its obligations under the contract.

The precise matching of forward contracts in the amounts and values of
securities involved generally would not be possible because the future values of
such foreign currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly uncertain. The fund managers do not intend to enter into such
contracts on a regular basis. Normally, consideration of the prospect for
currency parities will be incorporated into the long-term investment decisions
made with respect to overall diversification strategies. However, the fund
managers believe that it is important to have flexibility to enter into such
forward contracts when they determine that a fund's best interests may be
served.

At the maturity of the forward contract, the fund may either sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate the obligation to deliver the foreign currency by
purchasing an offsetting forward contract with the same currency trader
obligating the fund to purchase, on the same maturity date, the same amount of
the foreign currency.

It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the forward contract. Accordingly, it
may be necessary for a fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency the fund is obligated to deliver.

INVESTMENT POLICIES

Unless otherwise indicated, with the exception of the percentage limitations on
borrowing, the following restrictions apply at the time transactions are entered
into. Accordingly, any later increase or decrease beyond the specified
limitation resulting from a change in a fund's net assets will not be considered
in determining whether it has complied with its investment restrictions.

www.americancentury.com American Century Investments 11

Fundamental Investment Policies

The fund's fundamental investment restrictions are set forth below. These
investment restrictions may not be changed without approval of a majority of the
outstanding votes of shareholders of a fund, as determined in accordance with
the Investment Company Act.

Subject Policy
-----------------------------------------------------------------------------
Senior A fund may not issue senior securities, except as permitted
Securities under the Investment Company Act.
-----------------------------------------------------------------------------
Borrowing A fund may not borrow money, except for temporary or emergency
purposes (not for leveraging or investment) in an amount not
exceeding 33-1U3% of the fund's total assets.
-----------------------------------------------------------------------------
Lending A fund may not lend any security or make any other loan if, as a
result, more than 33-1U3% of the fund's total assets would be
lent to other parties, except, (i) through the purchase of debt
securities in accordance with its investment objective, policies
and limitations or (ii) by engaging in repurchase agreements with
respect to portfolio securities.
-----------------------------------------------------------------------------
Real Estate A fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments. This
policy shall not prevent a fund from investing in securities or
other instruments backed by real estate or securities of
companies that deal in real estate or are engaged in the real
estate business.
-----------------------------------------------------------------------------
Concentration A fund may not concentrate its investments in securities of
issuers in a particular industry (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities).
-----------------------------------------------------------------------------
Underwriting A fund may not act as an underwriter of securities issued by
others, except to the extent that the fund may be considered an
underwriter within the meaning of the Securities Act of 1933 in
the disposition of restricted securities.
-----------------------------------------------------------------------------
Commodities A fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other
instruments; provided that this limitation shall not prohibit the
fund from purchasing or selling options and futures contracts or
from investing in securities or other instruments backed by
physical commodities.
-----------------------------------------------------------------------------
Control A fund may not invest for purposes of exercising control over
management.
-----------------------------------------------------------------------------

Nonfundamental Investment Policies

In addition, the fund is subject to the following additional investment
restrictions that are not fundamental and may be changed by the Board of
Directors.

Subject Policy
--------------------------------------------------------------------------------
Borrowing A fund may not purchase additional investment securities at
any time during which outstanding borrowings exceed 5% of the
total assets of the fund.
--------------------------------------------------------------------------------
Liquidity A fund may not purchase any security or enter into a
repurchase agreement if, as a result, more than 15% of its net
assets would be invested in illiquid securities. Illiquid
securities include repurchase agreements not entitling the
holder to payment of principal and interest within seven days,
and securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a readily
available market.
--------------------------------------------------------------------------------
Short Sales A fund may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions
in futures contracts and options are not deemed to constitute
selling securities short.
--------------------------------------------------------------------------------
Margin A fund may not purchase securities on margin, except to obtain
such short-term credits as are necessary for the clearance of
transactions, and provided that margin payments in connection
with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
--------------------------------------------------------------------------------

12 American Century Investments 1-800-345-2021

Subject Policy
--------------------------------------------------------------------------------
Futures and Options A fund may enter into futures contracts and write and buy
put and call options relating to futures contracts. A fund
may not, however, enter into leveraged futures transactions
if it would be possible for the fund to lose more money
than it invested.
--------------------------------------------------------------------------------
Issuers with A fund may invest up 10% of its assets in the securities of
Limited Operating issuers with limited operating histories. An issuer is
Histories considered to have a limited operating history if that
issuer has a record of less than three years of continuous
operation. Periods of capital formation, incubation,
consolidations, and research and development may be
considered in determining whether a particular issuer has a
record of three years of continuous operation.
--------------------------------------------------------------------------------

For purposes of the investment restriction relating to concentration, a fund
shall not purchase any securities that would cause 25% or more of the value of
the fund's total assets at the time of purchase to be invested in the securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) there is no limitation with respect to
obligations issued or guaranteed by the U.S. government, any state, territory or
possession of the United States, the District of Columbia or any of their
authorities, agencies, instrumentalities or political subdivisions and
repurchase agreements secured by such instruments, (b) wholly owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of the parents, (c)
utilities will be divided according to their services, for example, gas, gas
transmission, electric and gas, electric and telephone will each be considered a
separate industry, and (d) personal credit and business credit businesses will
be considered separate industries.

PORTFOLIO TURNOVER

The portfolio turnover rates of the fund will be shown in the Financial
Highlights table in the Prospectus.

The fund managers will purchase and sell securities without regard to the length
of time the security has been held. Accordingly, the fund's rate of portfolio
turnover may be substantial.

The fund managers intend to purchase a given security whenever they believe it
will contribute to the stated objective of the fund. In order to achieve the
fund's investment objectives, the managers may sell a given security, no matter
for how long or for how short a period it has been held in the portfolio, and no
matter whether the sale is at a gain or at a loss, if the managers believe that
the security is not fulfilling its purpose, either because, among other things,
it did not live up to the managers' expectations, or because it may be replaced
with another security holding greater promise, or because it has reached its
optimum potential, or because of a change in the circumstances of a particular
company or industry or in general economic conditions, or because of some
combination of such reasons.

When a general decline in security prices is anticipated, the equity funds may
decrease or eliminate entirely their equity positions and increase their cash
positions, and when a rise in price levels is anticipated, the equity funds may
increase their equity positions and decrease their cash positions. However, it
should be expected that the fund will, under most circumstances, be essentially
fully invested in equity securities.

www.americancentury.com American Century Investments 13

Because investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives, the managers believe that the rate
of portfolio turnover is irrelevant when they believe a change is in order to
achieve the objectives. As a result, a fund's annual portfolio turnover rate
cannot be anticipated and may be higher than other mutual funds with similar
investment objectives. Higher turnover would generate correspondingly greater
brokerage commissions, which is a cost the fund pays directly. Portfolio
turnover also may affect the character of capital gains realized and distributed
by the fund, if any, because short-term capital gains are taxable as ordinary
income. This disclosure regarding portfolio turnover is a statement of
fundamental policy and may be changed only by a vote of the shareholders.

Because the managers do not take portfolio turnover rate into account in making
investment decisions, (1) the managers have no intention of accomplishing any
particular rate of portfolio turnover, whether high or low, and (2) the
portfolio turnover rates in the past should not be considered as representative
of the rates that will be attained in the future.

MANAGEMENT

THE BOARD OF DIRECTORS

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

The individuals listed in the table below whose names are marked by an asterisk
(*) are interested persons of the fund (as defined in the Investment Company
Act) by virtue of, among other considerations, their affiliation with either the
fund; the advisor, American Century Investment Management, Inc. (ACIM); the
fund's agent for transfer and administrative services, American Century Services
Corporation (ACSC); the parent corporation, American Century Companies, Inc.
(ACC) or ACC's subsidiaries (including ACIM and ACSC); the fund's distribution
agent and co-administrator, Funds Distributor, Inc. (FDI); or other funds
advised by the advisor. Each director listed below serves as a director of six
registered investment companies in the American Century family of funds, which
are also advised by the advisor.

Position(s) Held
Name (Age) with Fund Principal Occupation(s) during Past Five Years
-----------------------------------------------------------------------------------------------
James E. Stowers, Jr.* (75) Director, Chairman, Director and controlling shareholder, ACC,
4500 Main Street Chairman of Chairman and Director, ACIM, ACSC and ACIS(1)
Kansas City, MO 64111 the Board
-----------------------------------------------------------------------------------------------
James E. Stowers III* (40) Director Director and Chief Executive Officer, ACC, ACIM,
4500 Main Street ACSC and ACIS(2)
Kansas City, MO 64111
-----------------------------------------------------------------------------------------------
Thomas A. Brown (59) Director Director of Plains States Development, Applied
4500 Main Street Industrial Technologies, Inc., a corporation engaged in
Kansas City, MO 64111 the sale of bearings and power transmission products
-----------------------------------------------------------------------------------------------
Robert W. Doering, M.D. (67) Director Retired, formerly a general surgeon
4500 Main Street
Kansas City, MO 64111
-----------------------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (54) Director Senior Vice President and Associate Director, Midwest
4500 Main Street Research Institute
Kansas City, MO 64111
-----------------------------------------------------------------------------------------------

14 American Century Investments 1-800-345-2021

Position(s) Held
Name (Age) with Fund Principal Occupation(s) during Past Five Years
-----------------------------------------------------------------------------------------
D.D. (Del) Hock (64) Director Retired, formerly Chairman, Public Service
4500 Main Street Company of Colorado;
Kansas City, MO 64111 Director, Service Tech, Inc., Hathaway
Corporation, and J.D. Edwards & Company
-----------------------------------------------------------------------------------------
Donald H. Pratt (61) Director Chairman and Director, Butler Manufacturing
4500 Main Street Vice Chairman Company
Kansas City, MO 64111 of the Board Director, Atlas-Copco North America Inc.
-----------------------------------------------------------------------------------------
Lloyd T. Silver, Jr. (71) Director President, LSC, Inc., manufacturer's
4500 Main Street representative
Kansas City, MO 64111
-----------------------------------------------------------------------------------------
M. Jeannine Strandjord (53) Director Senior Vice President, Finance, Sprint
4500 Main Street Corporation; Director, DST Systems, Inc.
Kansas City, MO 64111
---------------------------------------------------------------------------------------

(1) Father of James E. Stowers III
(2) Son of James E. Stowers, Jr.

COMMITTEES

The Board has four standing committees to oversee specific functions of the
fund's operations. Information about these committees appears in the table
below. The director first named serves as chairman of the committee.

Committee Members Function of Committee
--------------------------------------------------------------------------------------------
Executive James E. Stowers, Jr. The Executive Committee performs the functions
James E. Stowers III of the Board of Directors between Board meetings,
Donald H. Pratt subject to the limitations on its power set out in the
Maryland General Corporation Law, and
except for matters required by the
Investment Company Act to be acted
upon by the whole Board.
--------------------------------------------------------------------------------------------
Compliance Thomas A. Brown The Compliance Committee reviews the results of the
Donald H. Pratt fund's compliance testing program, reviews quarterly
Lloyd T. Silver, Jr. reports from the advisor to the Board regarding various
Andrea C. Hall, Ph.D. compliance matters and monitors the implementation of
the fund's Code of Ethics, including any violations
thereof.
--------------------------------------------------------------------------------------------
Audit M. Jeannine Strandjord The Audit Committee recommends the engagement of
Robert W. Doering, M.D. the fund's independent auditors and oversees its
D.D. (Del) Hock activities. The committee receives reports from the
advisor's Internal Audit Department, which is
accountable to the committee. The committee also
receives reporting about compliance matters affecting
the fund.
--------------------------------------------------------------------------------------------
Nominating Donald H. Pratt The Nominating Committee primarily considers and
Andrea C. Hall, Ph.D. recommends individuals for nomination as directors. The
D.D. (Del) Hock names of potential director candidates are drawn from a
number of sources, including recommendations from
Board members, management and shareholders. The
committee also reviews and makes recommendations to
the Board with respect to the composition of Board
committees and other Board-related matters, including
its organization, size, composition, responsibilities,
functions and compensation.
--------------------------------------------------------------------------------------------

www.americancentury.com American Century Investments 15

COMPENSATION OF DIRECTORS

The directors also serve as directors for five American Century investment
companies other than the corporation. Each director who is not an interested
person as defined in the Investment Company Act receives compensation for
service as a member of the Board of all six such companies based on a schedule
that takes into account the number of meetings attended and the assets of the
fund for which the meetings are held. These fees and expenses are divided among
the six investment companies based, in part, upon their relative net assets.
Under the terms of the management agreement with the advisor, the fund is
responsible for paying such fees and expenses.

The following table shows the aggregate compensation paid by the corporation for
the periods indicated and by the six investment companies served by this Board
to each director who is not an interested person as defined in the Investment
Company Act.

AGGREGATE DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED OCTOBER 31, 1999
--------------------------------------------------------------------------------
Total Compensation Total Compensation from the
Name of Director from the Fund (1) American Century Family of Funds(2)
--------------------------------------------------------------------------------
Thomas A. Brown N/A $52,333
Robert W. Doering, M.D. N/A 51,250
Andrea C. Hall, Ph.D. N/A 51,750
D.D. (Del) Hock N/A 51,500
Donald H. Pratt N/A 53,583
Lloyd T. Silver, Jr. N/A 51,500
M. Jeannine Strandjord N/A 52,833
--------------------------------------------------------------------------------

(1) Includes compensation paid to the directors during the fiscal year ended
October 31, 1999, and also includes amounts deferred at the election of the
directors under the American Century Mutual Funds Deferred Compensation
Plan for Non-Interested Directors and Trustees.

(2) Includes compensation paid by the six investment company members of the
American Century family of funds served by this Board.

All deferred fees are credited to an account established in the name of the
directors. The amounts credited to the account then increase or decrease, as the
case may be, in accordance with the performance of one or more of the American
Century funds that are selected by the director. The account balance continues
to fluctuate in accordance with the performance of the selected funds or fund
until final payment of all amounts credited to the account. Directors are
allowed to change their designation of mutual funds from time to time.

No deferred fees are payable until such time as a director resigns, retires or
otherwise ceases to be a member of the Board of Directors. Directors may receive
deferred fee account balances either in a lump sum payment or in substantially
equal installment payments to be made over a period not to exceed 10 years. Upon
the death of a director, all remaining deferred fee account balances are paid to
the director's beneficiary or, if none, to the director's estate.

The plan is an unfunded plan and, accordingly, the fund has no obligation to
segregate assets to secure or fund the deferred fees. The rights of directors to
receive their deferred fee account balances are the same as the rights of a
general unsecured creditor of the fund. The plan may be terminated at any time
by the administrative committee of the plan. If terminated, all deferred fee
account balances will be paid in a lump sum.

No deferred fees were paid to any director under the plan during the fiscal year
ended October 31, 1999.

16 American Century Investments 1-800-345-2021

OFFICERS

Background information for the officers of the fund is provided in the table
below. All persons named as officers of the fund also serve in similar
capacities for the 12 other investment companies advised by ACIM. Not all
officers of the fund are listed; only those officers with policy-making
functions for the fund are listed. No officer is compensated for his or her
service as an officer of the fund. The individuals listed in the following table
are interested persons of the fund (as defined in the Investment Company Act) by
virtue of, among other considerations, their affiliation with either the fund;
ACC; ACC's subsidiaries (including ACIM and ACSC); or the fund's distributor
(FDI).

Name (Age) Positions Held
Address with Fund Principal Occupation(s) during Past Five Years
-----------------------------------------------------------------------------------------
George A. Rio (44) President Executive Vice President and Director of Client
60 State St. Services, FDI (March 1998 to present)
Boston, MA 02109 Senior Vice President and Senior Key Account
Manager, Putnam Mutual Funds
(June 1995 to March 1998)
Director Business Development, First
Data Corporation (May 1994 to June 1995
-----------------------------------------------------------------------------------------
Christopher J. Kelley (34) Vice Vice President and Associate General Counsel, FDI
60 State St. President (July 1996 to present)
Boston, MA 02109 Assistant Counsel, Forum Financial Group
(April 1994 to July 1996)
-----------------------------------------------------------------------------------------
Mary A. Nelson (35) Vice Vice President and Manager of Treasury Services
60 State St. President and Administration, FDI (1994 to present)
Boston, MA 02109
-----------------------------------------------------------------------------------------
Maryanne Roepke, CPA (43) Vice and Senior Vice President, ACSC
9300 Ward Parkway President
Kansas City, MO 64111 Treasurer
-----------------------------------------------------------------------------------------
David C. Tucker (41) Vice Senior Vice President and General Counsel,
4500 Main St. President ACSC and ACIM (June 1998 to present)
Kansas City, MO 64111 General Counsel, ACC (June 1998 to present)
Consultant to mutual fund industry
(May 1997 to April 1998) Vice
President and General Counsel, Janus
Companies (1990 to 1997)
-----------------------------------------------------------------------------------------
Paul Carrigan, Jr. (50) Secretary Secretary, ACC (December 1998 to present)
4500 Main St. Director of Legal Operations, ACSC
Kansas City, MO 64111 (February 1996 to present)
Board Communications Manager, The Benham
Company (April 1994 to January 1996)
-----------------------------------------------------------------------------------------
C. Jean Wade (35) Controller Controller-Fund Accounting, ACSC
9300 Ward Parkway
Kansas City, MO 64114
-----------------------------------------------------------------------------------------
Merele A. May (37) Controller Vice President, Controller-Fund
9300 Ward Parkway Accounting, ACSC
Kansas City, MO 64114
-----------------------------------------------------------------------------------------
Jon Zindel (32) Tax Officer Vice President and Director of Taxation,
9300 Ward Parkway ACSC (1996 to present)
Kansas City, MO 64114 Vice President, ACIM (1999 to present)
Tax Manager, PricewaterhouseCoopers LLP
(1989 to 1996)
-----------------------------------------------------------------------------------------

www.americancentury.com American Century Investments 17

SERVICE PROVIDERS

The fund has no employees. To conduct the fund's day-to-day activities, the fund
has hired a number of service providers. Each service provider has a specific
function to fill on behalf of the fund and is described below.

ACIM and ACSC, are both wholly owned by ACC. James E. Stowers Jr., Chairman of
ACC, controls ACC by virtue of his ownership of a majority of its voting stock.

INVESTMENT ADVISOR

A description of the responsibilities of the advisor appears in the Prospectus
under the heading "Management."

For the services provided to the fund, the advisor receives a monthly fee based
on a percentage of the average net assets of the fund as follows:

Fund Class Percentage of Net Assets
-------------------------------------------------------------
Veedot Investor 1.50% of first $500 million
1.45% of next $500 million
1.40% of over $1 billion
-------------------------------------------------------------
Institutional 1.30% of first $500 million
1.25% of next $500 million
1.20% over $1 billion
-------------------------------------------------------------
Advisor 1.25% of first $500 million
1.20% of next $500 million
1.15% over $1 billion
-------------------------------------------------------------

The management agreement shall continue in effect until the earlier of the
expiration of two years from the date of its execution or until the first
meeting of shareholders following such execution and for as long thereafter as
its continuance is specifically approved at least annually by (1) the fund's
Board of Directors, or by the vote of a majority of outstanding votes (as
defined in the Investment Company Act) and (2) the vote of a majority of the
directors of the fund who are not parties to the agreement or interested persons
of the advisor, cast in person at a meeting called for the purpose of voting on
such approval.

The management agreement provides that it may be terminated at any time without
payment of any penalty by the fund's Board of Directors, or by a vote of a
majority of outstanding votes, on 60 days' written notice to the advisor, and
that it shall be automatically terminated if it is assigned.

The management agreement provides that the advisor shall not be liable to the
fund or its shareholders for anything other than willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties.

The management agreement also provides that the advisor and its officers,
directors and employees may engage in other business, devote time and attention
to any other business whether of a similar or dissimilar nature, and render
services to others.

18 American Century Investments 1-800-345-2021

Certain investments may be appropriate for the fund and also for other clients
advised by the advisor. Investment decisions for the fund and other clients are
made with a view to achieving their respective investment objectives after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investment generally. A particular security
may be bought or sold for only one client or fund, or in different amounts and
at different times for more than one but less than all clients or funds. In
addition, purchases or sales of the same security may be made for two or more
clients or funds on the same date. Such transactions will be allocated among
clients in a manner believed by the advisor to be equitable to each. In some
cases this procedure could have an adverse effect on the price or amount of the
securities purchased or sold by a fund.

The advisor may aggregate purchase and sale orders of the fund with purchase and
sale orders of its other clients when the advisor believes that such aggregation
provides the best execution for the fund. The Board of Directors has approved
the policy of the advisor with respect to the aggregation of portfolio
transactions. Where portfolio transactions have been aggregated, the fund
participates at the average share price for all transactions in that security on
a given day and share transaction costs on a pro rata basis. The advisor will
not aggregate portfolio transactions of the fund unless it believes such
aggregation is consistent with its duty to seek best execution on behalf of the
fund and the terms of the management agreement. The advisor receives no
additional compensation or remuneration as a result of such aggregation.

TRANSFER AGENT AND ADMINISTRATOR

American Century Services Corporation, 4500 Main Street, Kansas City, Missouri
64111, serves as transfer agent and dividend-paying agent for the fund. It
provides physical facilities, computer hardware and software and personnel, for
the day-to-day administration of the fund and of the advisor. The advisor pays
ACSC for such services.

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

Pursuant to a Sub-Administration Agreement with the advisor, Funds Distributor,
Inc. (FDI) serves as the co-administrator for the fund. FDI is responsible for
(i) providing certain officers of the fund and (ii) reviewing and filing
marketing and sales literature on behalf of the fund. The fees and expenses of
FDI are paid by the advisor out of its unified fee.

DISTRIBUTOR

The fund's shares are distributed by FDI, a registered broker-dealer. The
distributor is a wholly owned indirect subsidiary of Boston Institutional Group,
Inc. The distributor's principal business address is 60 State Street, Suite
1300, Boston, Massachusetts 02109.

The distributor is the principal underwriter of the fund's shares. The
distributor makes a continuous, best-efforts underwriting of the fund's shares.
This means that the distributor has no liability for unsold shares.

www.americancentury.com American Century Investments 19

OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

Chase Manhattan Bank, 770 Broadway, 10th Floor, New York, New York 10003-9598,
and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, each serves
as custodian of the assets of the fund. The custodians take no part in
determining the investment policies of the fund or in deciding which securities
are purchased or sold by the fund. The fund, however, may invest in certain
obligations of the custodians and may purchase or sell certain securities from
or to the custodians.

INDEPENDENT AUDITOR

Deloitte & Touche LLP is the independent auditor of the fund. The address of
Deloitte & Touche LLP is 1010 Grand Boulevard, Kansas City, Missouri 64106. As
the independent auditor of the fund, Deloitte & Touche LLP provides services
including (1) audit of the annual financial statements for the fund, (2)
assistance and consultation in connection with SEC filings and (3) review of the
annual federal income tax return filed for the fund.

BROKERAGE ALLOCATION

Under the management agreement between the fund and the advisor, the advisor has
the responsibility of selecting brokers and dealers to execute portfolio
transactions. The fund's policy is to secure the most favorable prices and
execution of orders on its portfolio transactions. So long as that policy is
met, the advisor may take into consideration the factors discussed below when
selecting brokers.

The advisor receives statistical and other information and services, including
research, without cost from brokers and dealers. The advisor evaluates such
information and services, together with all other information that it may have,
in supervising and managing the investments of the fund. Because such
information and services may vary in amount, quality and reliability, their
influence in selecting brokers varies from none to very substantial. The advisor
proposes to continue to place some of the fund's brokerage business with one or
more brokers who provide information and services. Such information and services
will be in addition to and not in lieu of services required to be performed by
the advisor. The advisor does not utilize brokers that provide such information
and services for the purpose of reducing the expense of providing required
services to the fund.

The brokerage commissions paid by the fund may exceed those that another broker
might have charged for effecting the same transactions, because of the value of
the brokerage and research services provided by the broker. Research services
furnished by brokers through whom the fund effect securities transactions may be
used by the advisor in servicing all of its accounts, and not all such services
may be used by the advisor in managing the portfolios of the fund.

The staff of the SEC has expressed the view that the best price and execution of
over-the-counter transactions in portfolio securities may be secured by dealing
directly with principal market makers, thereby avoiding the payment of
compensation to another broker. In certain situations, the officers of the fund
and the advisor believe that the facilities, expert personnel and technological
systems of a broker often enable the fund to secure as good a net price by
dealing with a broker instead of a principal market maker, even after payment of
the compensation to the broker. The fund regularly places its over-the-counter
transactions with principal market makers, but also may deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

20 American Century Investments 1-800-345-2021

INFORMATION ABOUT FUND SHARES

The fund is a series of shares issued by the corporation, and shares of the fund
have equal voting rights. In addition, each series (or fund) may be divided into
separate classes. See "Multiple Class Structure," which follows.
Additional fund and classes may be added without a shareholder vote.

The fund votes separately on matters affecting that fund exclusively. Voting
rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., the fund's) outstanding shares may be able to elect a Board
of Directors. The corporation undertakes dollar-based voting, meaning that the
number of votes a shareholder is entitled to is based upon the dollar amount of
the shareholder's investment. The election of directors is determined by the
votes received from all the corporation's shareholders without regard to whether
a majority of shares of any one fund voted in favor of a particular nominee or
all nominees as a group.

The assets belonging to each series or class of shares are held separately by
the custodian and the shares of each series or class represent a beneficial
interest in the principal, earnings and profit (or losses) of investments and
other assets held for each series or class. Your rights as a shareholder are the
same for all series or classes of securities unless otherwise stated. Within
their respective series or class, all shares have equal redemption rights. Each
share, when issued, is fully paid and non-assessable.

In the event of complete liquidation or dissolution of the fund, shareholders of
each series or class of shares shall be entitled to receive, pro rata, all of
the assets less the liabilities of that series or class.

Each shareholder has rights to dividends and distributions declared by the fund
he or she owns and to the net assets of such fund upon its liquidation or
dissolution proportionate to his or her share ownership interest in the fund.

MULTIPLE CLASS STRUCTURE

The corporation's Board of Directors has adopted a multiple class plan (the
Multiclass Plan) pursuant to Rule 18f-3 adopted by the SEC. Pursuant to such
plan, the fund may issue up to four classes of shares: an Investor Class, an
Institutional Class, a Service Class and an Advisor Class. Not all funds offer
all four classes.

The Investor Class is made available to investors directly without any load or
commission, for a single unified management fee. The Institutional, Service and
Advisor Classes are made available to institutional shareholders or through
financial intermediaries that do not require the same level of shareholder and
administrative services from the advisor as Investor Class shareholders. As a
result, the advisor is able to charge these classes a lower total management
fee. In addition to the management fee, however the Advisor Class shares are
subject to a Master Distribution and Shareholder Services Plan (described on the
following page). The plan has been adopted by the fund's Board of Directors and
initial shareholder in accordance with Rule 12b-1 adopted by the SEC under the
Investment Company Act.

Rule 12b-1

Rule 12b-1 permits an investment company to pay expenses associated with the
distribution of its shares in accordance with a plan adopted by the investment
company's Board of Directors and approved by its shareholders. Pursuant to such
rule, the Board of Directors and initial shareholder of the fund's Advisor Class
have approved and entered into a Master Distribution and Shareholder Services
Plan, with respect to the Advisor Class (the Plan). The Plan is described below.

www.americancentury.com American Century Investments 21

In adopting the Plan, the Board of Directors (including a majority of directors
who are not interested persons of the fund [as defined in the Investment Company
Act], hereafter referred to as the independent directors) determined that there
was a reasonable likelihood that the Plan would benefit the fund and the
shareholders of the affected class. Pursuant to Rule 12b-1, information with
respect to revenues and expenses under the Plan is presented to the Board of
Directors quarterly for its consideration in connection with its deliberations
as to the continuance of the Plan. Continuance of the Plan must be approved by
the Board of Directors (including a majority of the independent directors)
annually. The Plan may be amended by a vote of the Board of Directors (including
a majority of the independent directors), except that the Plan may not be
amended to materially increase the amount to be spent for distribution without
majority approval of the shareholders of the affected class. The Plan terminates
automatically in the event of an assignment and may be terminated upon a vote of
a majority of the independent directors or by vote of a majority of the
outstanding voting securities of the affected class.

All fees paid under the Plan will be made in accordance with Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers (NASD).

Master Distribution and Shareholder Services Plan

As described in the Prospectus, the fund's Advisor Class of shares also is made
available to participants in employer-sponsored retirement or savings plans and
to persons purchasing through financial intermediaries such as banks,
broker-dealers and insurance companies. The fund's distributor enters into
contracts with various banks, broker-dealers, insurance companies and other
financial intermediaries, with respect to the sale of the fund's shares and/or
the use of the fund's shares in various investment products or in connection
with various financial services.

Certain recordkeeping and administrative services that are provided by the
fund's transfer agent for the Investor Class shareholders may be performed by a
plan sponsor (or its agents) or by a financial intermediary for shareholders in
the Advisor Class. In addition to such services, the financial intermediaries
provide various distribution services.

To enable the fund's shares to be made available through such plans and
financial intermediaries, and to compensate them for such services, the fund's
advisor has reduced its management fee by 0.25% per annum with respect to the
Advisor Class shares and the fund's Board of Directors has adopted a Master
Distribution and Shareholder Services Plan. Pursuant to the Plan, the Advisor
Class shares pay a fee of 0.50% annually of the aggregate average daily assets
of the fund's Advisor Class shares, 0.25% of which is paid for shareholder
services (as described below) and 0.25% of which is paid for distribution
services.

Payments may be made for a variety of shareholder services, including, but not
limited to, (a) receiving, aggregating and processing purchase, exchange and
redemption requests from beneficial owners (including contract owners of
insurance products that utilize the fund as underlying investment media) of
shares and placing purchase, exchange and redemption orders with the fund's
distributor; (b) providing shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(c) processing dividend payments from a fund on behalf of shareholders and
assisting shareholders in changing dividend options, account designations and
addresses; (d) providing and maintaining elective services such as check writing
and wire transfer services; (e) acting as shareholder of record and nominee for
beneficial owners; (f) maintaining account records for shareholders and/or other
beneficial owners; (g) issuing confirmations of transactions; (h) providing
subaccounting with respect to shares beneficially owned by customers of third
parties or providing the information to a fund as necessary for such
subaccounting; (i) preparing and forwarding shareholder communications from the
fund (such as proxies, shareholder reports, annual and semiannual financial
statements and dividend, distribution and tax notices) to shareholders

22 American Century Investments 1-800-345-2021

and/or other beneficial owners; and (j) providing other similar administrative
and sub-transfer agency services. Shareholder services do not include those
activities and expenses that are primarily intended to result in the sale of
additional shares of the fund.

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of Advisor Class shares, which
services may include but are not limited to, (a) the payment of sales
commissions, ongoing commissions and other payments to brokers, dealers,
financial institutions or others who sell Advisor Class shares pursuant to
selling agreements; (b) compensation to registered representatives or other
employees of distributor who engage in or support distribution of the fund's
Advisor Class shares; (c) compensation to, and expenses (including overhead and
telephone expenses) of, distributor; (d) the printing of prospectuses,
statements of additional information and reports for other-than-existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising materials provided to the fund's shareholders and prospective
shareholders; (f) receiving and answering correspondence from prospective
shareholders, including distributing prospectuses, statements of additional
information, and shareholder reports; (g) the providing of facilities to answer
questions from prospective investors about fund shares; (h) complying with
federal and state securities laws pertaining to the sale of fund shares; (i)
assisting investors in completing application forms and selecting dividend and
other account options; (j) the providing of other reasonable assistance in
connection with the distribution of fund shares; (k) the organizing and
conducting of sales seminars and payments in the form of transactional and
compensation or promotional incentives; (l) profit on the foregoing; (m) the
payment of service fees for the provision of personal, continuing services to
investors, as contemplated by the Rules of Fair Practice of the NASD; and (n)
such other distribution and services activities as the advisor determines may be
paid for by the fund pursuant to the terms of this agreement and in accordance
with Rule 12b-1 of the Investment Company Act.

BUYING AND SELLING FUND SHARES

Information about buying, selling and exchanging fund shares is contained in the
fund's Prospectus and in Your Guide to American Century Services. The Prospectus
and guide are available to investors without charge and may be obtained by
calling us.

VALUATION OF A FUND'S SECURITIES

The fund's net asset value per share (NAV) is calculated as of the close of
business of the New York Stock Exchange (the Exchange), usually at 4 p.m.
Eastern time each day the Exchange is open for business. The Exchange typically
observes the following holidays: New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Although the fund expects the same holidays
to be observed in the future, the Exchange may modify its holiday schedule at
any time.

The fund's NAV is calculated by adding the value of all portfolio securities and
other assets, deducting liabilities and dividing the result by the number of
shares outstanding. Expenses and interest earned on portfolio securities are
accrued daily.

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

www.americancentury.com American Century Investments 23

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

Because there are hundreds of thousands of municipal issues outstanding, and the
majority of them do not trade daily, the prices provided by pricing services for
these types of securities are generally determined without regard to bid or last
sale prices. In valuing securities, the pricing services generally take into
account institutional trading activity, trading in similar groups of securities,
and any developments related to specific securities. The methods used by the
pricing service and the valuations so established are reviewed by the advisor
under the general supervision of the Board of Directors. There are a number of
pricing services available, and the advisor, on the basis of ongoing evaluation
of these services, may use other pricing services or discontinue the use of any
pricing service in whole or in part.

Securities maturing within 60 days of the valuation date may be valued at cost,
plus or minus any amortized discount or premium, unless the directors determine
that this would not result in fair valuation of a given security. Other assets
and securities for which quotations are not readily available are valued in good
faith at their fair value using methods approved by the Board of Directors.

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

Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the New York Stock Exchange is open. If an event
were to occur after the value of a security was established, but before the net
asset value per share was determined, that was likely to materially change the
net asset value, then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

TAXES

FEDERAL INCOME TAX

The fund intends to qualify annually as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so
qualifying, a fund will be exempt from federal income taxes to the extent that
it distributes substantially all of its net investment income and net realized
capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated investment company, it will be liable for taxes, significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat distributions of the fund in the manner they were realized by the fund.

24 American Century Investments 1-800-345-2021

If fund shares are purchased through taxable accounts, distributions of net
investment income and net short-term capital gains are taxable to you as
ordinary income. The dividends from net income may qualify for the 70%
dividends-received deduction for corporations to the extent that the fund held
shares receiving the dividend for more than 45 days.

Distributions from gains on assets held longer than 12 months are taxable as
long-term gains regardless of the length of time you have held the shares.
However, you should note that any loss realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term capital loss
to the extent of any distributions of long-term capital gains to you with
respect to such shares.

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

If more than 50% of the value of a fund's total assets at the end of its fiscal
year consists of securities of foreign corporations, the fund may qualify for
and make an election with the Internal Revenue Service with respect to such
fiscal year so that fund shareholders may be able to claim a foreign tax credit
in lieu of a deduction for foreign income taxes paid by the fund. If such an
election is made, the foreign taxes paid by the fund will be treated as income
received by you. In order for you to utilize the foreign tax credit, you must
have held your shares for 16 days or more during the 30-day period, beginning 15
days prior to the ex-dividend date for the mutual fund shares. The mutual fund
must meet a similar holding period requirement with respect to foreign
securities to which a dividend is attributable. Any portion of the foreign tax
credit that is ineligible as a result of the fund not meeting the holding period
requirement will be deducted in computing net investment income.

If a fund purchases the securities of certain foreign investment fund or trusts
called passive foreign investment companies (PFIC), capital gains on the sale of
such holdings will be deemed to be ordinary income regardless of how long the
fund holds its investment. The fund also may be subject to corporate income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to
shareholders. In the alternative, the fund may elect to recognize cumulative
gains on such investments and distribute them to shareholders. Any distribution
attributable to a PFIC is characterized as ordinary income.

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

Redemption of shares of a fund (including redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders generally will recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. If a loss is
realized on the redemption of fund shares, the reinvestment in additional fund
shares within 30 days before or after the redemption may be subject to the
"wash sale" rules of the Code, resulting in a postponement of the
recognition of such loss for federal income tax purposes.

www.americancentury.com American Century Investments 25

STATE AND LOCAL TAXES

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

HOW FUND PERFORMANCE INFORMATION IS CALCULATED

The fund may quote performance in various ways. Fund performance may be shown by
presenting one or more performance measurements, including cumulative total
return, average annual total return or yield.

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

Total returns quoted in advertising and sales literature reflect all aspects of
a fund's return, including the effect of reinvesting dividends and capital gain
distributions (if any) and any change in the fund's NAV during the period.

Average annual total returns are calculated by determining the growth or decline
in value of a hypothetical historical investment in a fund during a stated
period and then calculating the annually compounded percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant throughout the period. For example, a cumulative total return of 100%
over 10 years would produce an average annual return of 7.18%, which is the
steady annual rate that would equal 100% growth on a compounded basis in 10
years. While average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that the fund's performance is
not constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to actual year-to-year
performance.

In addition to average annual total returns, the fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period, including periods other than one, five and 10 years.
Average annual and cumulative total returns may be quoted as percentages or as
dollar amounts and may be calculated for a single investment, a series of
investments, or a series of redemptions over any time period. Total returns may
be broken down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of these
factors and their contributions to total return.

As a new fund, performance information for the fund is not available as of the
date of this Statement of Additional Information.

PERFORMANCE COMPARISONS

The fund's performance may be compared with the performance of other mutual
funds tracked by mutual fund rating services or with other indices of market
performance. This may include comparisons with funds that, unlike the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic data that may be used for such comparisons may include, but are not
limited to: U.S. Treasury bill, note and bond yields, money market fund yields,
U.S. government debt and percentage held by foreigners, the U.S. money supply,
net free reserves, and yields on current-coupon GNMAs (source: Board of
Governors of the Federal Reserve System); the federal funds

26 American Century Investments 1-800-345-2021

and discount rates (source: Federal Reserve Bank of New York); yield curves for
U.S. Treasury securities and AA/AAA-rated corporate securities (source:
Bloomberg Financial Markets); yield curves for AAA-rated, tax-free municipal
securities (source: Telerate); yield curves for foreign government securities
(sources: Bloomberg Financial Markets and Data Resources, Inc.); total returns
on foreign bonds (source: J.P. Morgan Securities Inc.); various U.S. and foreign
government reports; the junk bond market (source: Data Resources, Inc.); the CRB
Futures Index (source: Commodity Index Report); the price of gold (sources:
London a.m./p.m. fixing and New York Comex Spot Price); rankings of any mutual
fund or mutual fund category tracked by Lipper, Inc. or Morningstar, Inc.;
mutual fund rankings published in major, nationally distributed periodicals;
data provided by the Investment Company Institute; Ibbotson Associates, Stocks,
Bonds, Bills, and Inflation; major indices of stock market performance; and
indices and historical data supplied by major securities brokerage or investment
advisory firms. The fund also may utilize reprints from newspapers and magazines
furnished by third parties to illustrate historical performance or to provide
general information about the fund.

PERMISSIBLE ADVERTISING INFORMATION

From time to time, the fund may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for the fund; (5)
descriptions of investment strategies for the fund; (6) descriptions or
comparisons of various savings and investment products (including, but not
limited to, qualified retirement plans and individual stocks and bonds), which
may or may not include the fund; (7) comparisons of investment products
(including the fund) with relevant market or industry indices or other
appropriate benchmarks; (8) discussions of fund rankings or ratings by
recognized rating organizations; and (9) testimonials describing the experience
of persons who have invested in the fund. The fund also may include
calculations, such as hypothetical compounding examples, which describe
hypothetical investment results. Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any of
the funds.

MULTIPLE CLASS PERFORMANCE ADVERTISING

Pursuant to the Multiple Class Plan, the fund may issue additional classes of
existing funds or introduce new funds with multiple classes available for
purchase. To the extent a new class is added to an existing fund, the advisor
may, in compliance with SEC and NASD rules, regulations and guidelines, market
the new class of shares using the historical performance information of the
original class of shares. When quoting performance information for the new class
of shares for periods prior to the first full quarter after inception, the
original class' performance will be restated to reflect the expenses of the new
class, and for periods after the first full quarter after inception, actual
performance of the new class will be used.

www.americancentury.com American Century Investments 27

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

These contain more information about the fund's investments and the market
conditions and investment strategies that significantly affected the fund's
performance during the most recent fiscal period. The annual and semiannual
reports are incorporated by reference into this SAI. This means that these are
legally part of this SAI.

You can receive a free copy of the annual and semiannual reports, and ask
questions about the fund and your accounts, by contacting American Century at
the address or telephone numbers listed below.

If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan
* a bank
* a broker-dealer
* an insurance company
* another financial intermediary

you can receive the annual and semiannual reports directly from them.

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

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

* On the Internet www.sec.gov

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

Investment Company Act File No. 811-0816

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

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

AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

INVESTOR RELATIONS
1-800-345-2021 or 816-531-5575

BUSINESS, NOT-FOR-PROFIT AND
EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-3533

BANKS AND TRUST COMPANIES, BROKER/DEALERS,
FINANCIAL ADVISORS, INSURANCE COMPANIES
1-800-345-6488

J.P. MORGAN|AMERICAN CENTURY(reg.tm)
RETIREMENT PLAN SERVICES
1-800-345-2345

FAX
816-340-7962

TELECOMMUNICATIONS DEVICE FOR THE DEAF
1-800-634-4113 or 816-444-3485

SH-SAI-17681 9911

American Century

Prospectus
--------------------------------------------------------------------------------
Veedot(reg.sm) Large-Cap Fund
November 30, 1999
Investor Class

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

DISTRIBUTED BY FUNDS DISTRIBUTOR, INC.

Dear Investor,

Here's what you'll find:

o The fund's primary investments and risks

o A description of who may or may not want to invest in the fund

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

o Helpful tips and definitions of key investment terms

Sincerely,

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

Table of Contents

An Overview of the Fund............................................X

Fees and Expenses..................................................X

Objectives, Strategies and Risks

Management.........................................................X

Investing with American Century...................................XX

Share Price and Distributions.....................................XX

Taxes.............................................................XX
Multiple Class Information........................................XX

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

This symbol highlights special information and helpful tips.

An Overview of the Fund

What is the fund's investment objective?

This fund seeks long-term capital growth.

What are the fund's primary investment strategies and principal risks?

The fund's principal risks include

o Reliance on Investment Process - The fund's investment process is heavily
automated. If the investment style embedded in this process falls out of favor
with the market, the fund's performance may suffer.

o High Turnover - The fund'sportfolio turnover may be very high. This could
result in relatively high commission costs and capital gains tax liabilities for
the fund and its shareholders, which may hurt the fund's performance.

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

o Nondiversification - The fund is non-diversified. As such, it may hold large
positions in a small number of securities. If so, a price change in any one of
those securities may have a greater impact on the fund's share price than would
be the case in a diversified fund.

o Price Volatility - The value of the fund's shares may fluctuate significantly
in the short term as a result of high portfolio turnover, market risk and
nondiversification. Foreign Securities - The fund may invest in foreign
securities, which can be riskier than investing in U.S. stocks.

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

Who may want to invest in the fund?
The fund may be a good investment if you are
o seeking long-term capital growth from your investment
o comfortable with the fund's short-term price volatility
o comfortable with the risks associated with the fund's investment strategy

Who may not want to invest in the fund?
The fund may not be a good investment if you are
o seeking current income from your investment
o investing for a short period of time
o uncomfortable with short-term volatility in the value of your investment
o not investing through an IRA or other tax-advantaged retirement plan and are
concerned about tax consequences of high portfolio turnover

CALLOUT
Portfolio turnover is a measure of how frequently a fund buys and sells
portfolio securities.

CALLOUT
Diversified means that, with respect to 75% of its total assets, a fund will not
invest more than 5% of its total assets in the securities of a single issuer or
more than 10% of the outstanding voting securities of a single issuer.

CALLOUT
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

Fund Performance History
As a new fund, the fund's performance history is not available as of the date of
this Prospectus.

CALLOUT
For current performance information, please call us at 1-800-345-2021 or visit
American Century's Web site at www.americancentury.com.

Fees and Expenses

There are no sales loads, fees or other charges o to buy fund shares directly
from American Century o to reinvest dividends in additional shares
The following table describes the fees and expenses that you will pay if you buy
and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment)
Redemption/Exchange Fee (as a percentage
of amount redeemed/exchanged) 2.0%(1)
(1) Shares held for less than five years

Annual Operating Expenses (expenses that are deducted from fund assets)

Management Distribution and Other Total Annual Fund
Fee(1) Service (12b-1) Fees Expenses(2) Operating Expenses

Veedot Large-Cap 1.35% None 0.00% 1.35%

(1) The fund has a stepped fee schedule. As a result, the fund's management fee
rate generally decrease as fund assets increase. Please consult the
Statement of Additional Information for more details about the fund's
management fee.

(2) Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for the current fiscal year.

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o incur the same operating expenses as shown above

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

1 year 3 years
Veedot Large-Cap $344 $648

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
Veedot Large-Cap $137 $426

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

Objectives, Strategies and Risks

Veedot Large-Cap Fund

What is the fund's investment objective?

This fund seeks long-term capital growth.

How does the fund pursue its investment objective?

These tools include a fundamental process that screens thousands of
publicly-traded securities to identify those that meet the fund's strict,
proprietary growth requirements.

CALLOUT
Non-leveraged means that the fund may not invest in futures contracts where it
would be possible to lose more than the fund invested.

What kinds of securities does the fund buy?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
securities, equity equivalent securities, non-leveraged futures and options,
notes, bonds and other debt securities. The fund limits its purchase of debt
securities to investment-grade obligations. Futures and options can help the
fund's cash assets remain liquid while performing more like stocks. The fund has
a policy governing futures and options and similar derivative securities to help
manage the risk of these types of investments. A complete description of the
derivatives policy is included in the Statement of Additional Information.

Although the fund's managers expect it initially will invest primarily in U.S.
companies, there is no limit on the amount of assets the fund can invest in
foreign companies.

What are the principal risks of investing in the funds?

The fund is nondiversified. This means that the fund's managers may choose to
invest in a relatively small number of securities. If so, a price change in any
one of these securities may have a greater impact on the fund's share price than
would be the case if the fund were diversified. Although the fund's managers
expect it will ordinarily satisfy the requirements for a diversified fund, its
nondiversified status gives them more flexibility to invest heavily in the most
attractive companies identified by the fund's methodology.

Although the fund managers intend to invest the fund's assets primarily in U.S.
stocks, the fund may invest in securities of foreign companies. To the extent a
fund invests in foreign securities, the overall risk of the fund could be
affected. Foreign securities can have certain unique risks, including
fluctuations in currency exchange rates, less stable political and economic
structures, reduced availability of public information, and lack of uniform
financial reporting and regulatory practices similar to those that apply in the
United States. These factors make investing in foreign securities generally
riskier than investing in U.S. stocks.

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

Management

Who manages the fund?

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

The Board of Directors

The Investment Advisor

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the Investor
Class shares of Veedot Large-Cap. The amount of the management fee is calculated
on a class-by-class basis daily and paid monthly. Veedot Large-Cap will pay the
advisor a unified management fee of 1.35% of the first $500 million of average
net assets, 1.30% of the next $500 million of average net assets and 1.25% of
average net assets over $1 billion of the Investor Class shares.

The Fund Management Team

The portfolio managers on the investment team are identified below:

James E. Stowers III
Mr. Stowers, Chief Executive Officer and Portfolio Manager, has been a member of
the team that manages the fund since its inception in November 1999. He also is
the Chief Investment Officer-U.S. Growth Equities and as such oversees the
investment discipline used by the fund and seven other growth funds. He joined
American Century in 1981. He has a bachelor's degree in finance from Arizona
State University.

John Small Jr.
Mr. Small, Portfolio Manager, has been a member of the team that manages the
fund since its inception in November 1999. He was promoted to Portfolio Manager
in February 1999. Since 1994 he has worked as an analyst and Portfolio Manager
for the Ultra fund. He joined American Century in May 1991. He has more than 20
years experience with the U.S. Air Force. He has a bachelor's degree from
Rockford College and a master's degree in laser optics physics from the Air
Force Institute of Technology. He also has an MBA from Baker University.

CALLOUT

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

Fundamental Investment Policies

Year 2000 Issues

Investing with American Century

Services Automatically Available to You

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

Conducting Business in Writing

Ways to Manage Your Account
-------------------------------------------------------------------------------------------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
By telephone Open an account Make additional investments
Investor Relations If you are a current investor, you can open Call us or use our Automated Information Line
1-800-345-2021 an account by exchanging shares from another if you have authorized us to invest from your
American Century account. bank account.
Business, Not-For-Profit
and Employer-Sponsored Exchange shares Sell shares
Retirement Plans Call us or use our Automated Information Call an Investor Relations Representative.
1-800-345-3533 Line if you have authorized us to accept
telephone instructions.
Automated Information Line
1-800-345-8765
---------------------------------- ---------------------------------------------- -----------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419200 Send a signed, completed application and Send us your check or money order for at
Kansas City, MO 64141-6200 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax an investment slip, include your name,
816-340-7962 Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call an Investor
Relations Representative to request a form.
---------------------------------- ---------------------------------------------- -----------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
Online Open an account Make additional investments
www.americancentury.com If you are a current investor, you can open Make an additional investment into an
an account by exchanging shares from another established American Century account if you
American Century account. have authorized us to invest from your bank
account.
Exchange shares
Exchange shares from another American Sell shares
Century account. Not available.

A Note about Mailings to Shareholders

Your Guide to Services and Policies

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

-------------------------------- ------------------------------------------------ -----------------------------------------------
-------------------------------- ------------------------------------------------ -----------------------------------------------
By wire Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address provided "Open an account" section.
in the "By mail" section and give your bank
the following information. Sell shares
Our bank information: You can receive redemption proceeds by wire
Please remember that if you Commerce Bank N.A. or electronic transfer.
request redemptions by wire, Routing No. 101000019
$10 will be deducted from the Account No. 2804918
amount redeemed. Your bank The fund name
also may charge a fee. Your American Century account number*
Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

-------------------------------- ------------------------------------------------ -----------------------------------------------
-------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically Open an account Make additional investments
Not available. With the automatic investment privilege, you
can purchase shares on a regular basis. You
Exchange shares must invest at least $600 per year per
Send us written instructions to set up an account.
automatic exchange of your shares from one
American Century account to another. Sell shares
If you have at least $10,000 in your account,
you may sell shares automatically by
establishing Check-A-Month or Automatic
Redemption plans.

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

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

Minimum Initial Investment Amount

To open an account, the minimum investment is $10,000

Redemptions

If you sell your shares of Veedot Large-Cap within five years of their purchase,
you will pay a redemption fee of 2.0% of the value of the shares sold. The
redemption fee does not apply to shares purchased through reinvested
distributions (dividends and capital gains) from Veedot Large-Cap. It is
intended to discourage short-term investments in the fund as well as to decrease
the negative impact that short-term investors have on the shareholders remaining
in the fund.

Redemption of Shares in Low-Balance Accounts

Abusive Trading Practices

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

Special Requirements for Large Redemptions

Investing through Financial Intermediaries

o minimum investment requirements
o exchange policies
o fund choices
o cutoff time for investments

Please contact your financial intermediary or plan sponsor for a complete
description of its policies.

CALLOUT
Financial intermediaries include banks, broker-dealers, insurance companies and
investment advisors.

Share Price and Distributions

Share Price

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

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

Distributions

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

CALLOUTS
The net asset value of a fund is the price of the fund's shares.

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

Taxes

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

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

Taxes on Transactions

Your redemptions--including exchanges to other American Century funds--are
subject to capital gains tax. The table above can provide a general guide for
your potential tax liability when selling or exchanging fund shares. Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares decrease in value, their sale or exchange will result in a long-term or
short-term capital loss. However, you should note that loss realized upon the
sale or redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distribution of long-term capital
gain and disallowed to the extent of any distribution of tax-exempt income to
you with respect to those shares. If a loss is realized on the redemption of
fund shares, the reinvestment in additional fund shares within 30 days before or
after the redemption may be subject to the wash sale rules of the Internal
Revenue Code. This may result in a postponement of the recognition of such loss
for federal income tax purposes.

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

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

Multiple Class Information

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

More information about the fund is contained in these documents

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

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

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

In person SEC Public Reference Room
Washington, D.C.
Call 1-800-SEC-0330 for location and hours.
On the internet www.sec.gov
By mail SEC Public Reference Section
Washington, D.C. 20549-6009
(The SEC will charge a fee for copying the
documents.)

Investment Company Act File No. 811-0816

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

1-800-345-2021 or 816-531-5575

9910
SH-PRS-xxxxx

American Century

Prospectus
--------------------------------------------------------------------------------
Veedot(reg.sm) Large-Cap Fund
November 30, 1999
Institutional Class

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

DISTRIBUTED BY FUNDS DISTRIBUTOR, INC.

Dear Investor,

Here's what you'll find:

o The fund's primary investments and risks

o A description of who may or may not want to invest in the fund

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

o Helpful tips and definitions of key investment terms

Sincerely,

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

Table of Contents

An Overview of the Fund..............................................X

Fees and Expenses....................................................X

Objectives, Strategies and Risks

Management...........................................................X

Investing with American Century.....................................XX

Share Price and Distributions.......................................XX

Taxes...............................................................XX
Multiple Class Information..........................................XX

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

This symbol highlights special information and helpful tips.

An Overview of the Fund

What is the fund's investment objective?

This fund seeks long-term capital growth.

What are the fund's primary investment strategies and principal risks?

The fund's principal risks include

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

o Price Volatility - The value of the fund's shares may fluctuate significantly
in the short term as a result of high portfolio turnover, market risk and
nondiversification.

o Foreign Securities - The fund may invest in foreign securities, which can be
riskier than investing in U.S. stocks.

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

Who may want to invest in the fund?

The fund may be a good investment if you are
o seeking long-term capital growth from your investment
o comfortable with the fund's short-term price volatility
o comfortable with the risks associated with the fund's investment strategy

CALLOUT
Portfolio turnover is a measure of how frequently a fund buys and sells
portfolio securities.

CALLOUT
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

Fund Performance History
As a new fund, the fund's performance history is not available as of the date of
this Prospectus.

CALLOUT
For current performance information, please call us at 1-800-345-3533 or visit
American Century's Web site at www.americancentury.com.

Fees and Expenses

Shareholder Transaction Expenses (fees paid directly from your investment)
Redemption/Exchange Fee (as a percentage
of amount redeemed/exchanged)
Shares held for less than five years (1) 2.0%
Shares held for five years or more None

(1) The fee withheld from redemption/exchange proceeds is retained by the fund.

Annual Operating Expenses (expenses that are deducted from fund assets)

Management Distribution and Other Total Annual Fund
Fee Service (12b-1) Fees Expenses(2) Operating Expenses
Veedot Large-Cap 1.15% None 0.00% 1.15%

(2) Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for the current fiscal year.

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o incur the same operating expenses as shown above

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

1 year 3 years
Veedot Large-Cap $324 $588

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
Veedot Large-Cap $117 $364

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

Objectives, Strategies and Risks

Veedot Large-Cap Fund

What is the fund's investment objective?

This fund seeks long-term capital growth.

How does the fund pursue its investment objective?

These tools include a fundamental process that screens thousands of
publicly-traded securities to identify those that meet the fund's strict,
proprietary growth requirements.

CALLOUT
Non-leveraged means that the fund may not invest in futures contracts where it
would be possible to lose more than the fund invested.

What kinds of securities does the fund buy?

The fund will usually purchase common stocks, but they can purchase other types
of securities as well, such as domestic and foreign preferred stocks,
convertible securities, equity equivalent securities, non-leveraged futures and
options, notes, bonds and other debt securities. The fund limits its purchase of
debt securities to investment-grade obligations. Futures and options can help
the fund's cash assets remain liquid while performing more like stocks. The fund
has a policy governing futures and options and similar derivative securities to
help manage the risk of these types of investments. A complete description of
the derivatives policy is included in the Statement of Additional Information.

Although the fund's managers expect it initially will invest primarily in U.S.
companies, there is no limit on the amount of assets the fund can invest in
foreign companies.

What are the principal risks of investing in the funds?

The fund is nondiversified. This means that the fund's managers may choose to
invest in a relatively small number of securities. If so, a price change in any
one of these securities may have a greater impact on the fund's share price than
would be the case if the fund were diversified. Although the fund's managers
expect it will ordinarily satisfy the requirements for a diversified fund, its
nondiversified status gives them more flexibility to invest heavily in the most
attractive companies identified by the fund's methodology.

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

Management

Who manages the fund?

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

The Board of Directors

The Investment Advisor

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the Investor
Class shares of Veedot Large-Cap. The amount of the management fee is calculated
on a class-by-class basis daily and paid monthly. Veedot Large-Cap will pay the
advisor a unified management fee of 1.15% of the first $500 million of average
net assets, 1.10% of the next $500 million of average net assets and 1.05% of
average net assets over $1 billion of the Investor Class shares.

The Fund Management Team

The portfolio managers on the investment team are identified below:

CALLOUT

Fundamental Investment Policies

Year 2000 Issues

Investing with American Century

Eligibility for Institutional Class Shares

Minimum Initial Investment Amounts

Redemptions

Redemption of Shares in Low-Balance Accounts

Services Automatically Available to You

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

Conducting Business in Writing

Ways to Manage Your Account
---------------------------------- ---------------------------------------------- -----------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
By telephone Open an account Make additional investments
Service Represetative If you are a current investor, you can open Call us if you have authorized us to invest
1-800-345-3533 an account by exchanging shares from another from your bank account.
American Century account.
Sell shares
Exchange shares Call a Service Representative.
Call us or use our Automated Information
Line if you have authorized us to accept
telephone instructions.
---------------------------------- ---------------------------------------------- -----------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419385 Send a signed, completed application and Send us your check or money order for at
Kansas City, MO 64141-6385 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax an investment slip, include your name,
816-340-4655 Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call a Service
Representative to request a form.
---------------------------------- ---------------------------------------------- -----------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
By wire Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address "Open an account" section
provided in the "By Mail" section and give
your bank the following information. Sell shares
Our bank information: You can receive redemption proceeds by wire
* Please remember that if Commerce Bank N.A. or electronic transfer.
you request redemptions by Routing No. 101000019
wire, $10 will be deducted Account No. 2804918
from the amount redeemed. The fund name
Your bank also may charge a Your American Century account number*
fee. Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

---------------------------------- ---------------------------------------------- -----------------------------------------------
---------------------------------- ---------------------------------------------- -----------------------------------------------
Automatically Open an account Make additional investments
Not available. With the automatic investment privilege, you
can purchase shares on a regular basis. You
Exchange shares must invest at least $600 per year per
Send us written instructions to set up an account.
automatic exchange of your shares from one
American Century account to another. Sell shares
If you have at least $10,000 in your account,
you may sell shares automatically by
establishing Check-A-Month or Automatic
Redemption plans.

Abusive Trading Practices

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

Special Requirements for Large Redemptions

Investing through Financial Intermediaries

o minimum investment requirements
o exchange policies
o fund choices
o cutoff time for investments

Please contact your financial intermediary or plan sponsor for a complete
description of its policies.

CALLOUT
Financial intermediaries include banks, broker-dealers, insurance companies and
investment advisors.

Share Price and Distributions

Share Price

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

Distributions

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

CALLOUTS
The net asset value of a fund is the price of the fund's shares.

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

Taxes

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

Taxes on Transactions

Your redemptions--including exchanges to other American Century funds--are
subject to capital gains tax. The table above can provide a general guide for
your potential tax liability when selling or exchanging fund shares. Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares decrease in value, their sale or exchange will result in a long-term or
short-term capital loss. However, you should note that loss realized upon the
sale or redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distribution of long-term capital
gain and disallowed to the extent of any distribution of tax-exempt income to
you with respect to those shares. If a loss is realized on the redemption of
fund shares, the reinvestment in additional fund shares within 30 days before or
after the redemption may be subject to the wash sale rules of the Internal
Revenue Code. This may result in a postponement of the recognition of such loss
for federal income tax purposes.

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

Multiple Class Information

1-800-345-2021 for Investor Class shares
1-800-345-3533 for Advisor Class shares

You also can contact a sales representative or financial intermediary who offers
those classes of shares.

More information about the fund is contained in these documents

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

Investment Company Act File No. 811-0816

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-3533 or 816-531-5575

9910
SH-PRS-xxxxx

American Century

Prospectus
--------------------------------------------------------------------------------
Veedot(reg.sm) Large-Cap Fund
November 30, 1999
Advisor Class

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

DISTRIBUTED BY FUNDS DISTRIBUTOR, INC.

Dear Investor,

Here's what you'll find:

o The fund's primary investments and risks

o A description of who may or may not want to invest in the fund

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

o Helpful tips and definitions of key investment terms

Sincerely,

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

Table of Contents

An Overview of the Fund...........................................X

Fees and Expenses.................................................X

Objectives, Strategies and Risks

Management........................................................X

Investing with American Century..................................XX

Share Price and Distributions....................................XX

Taxes............................................................XX

Multiple Class Information.......................................XX

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

This symbol highlights special information and helpful tips.

An Overview of the Fund

What is the fund's investment objective?

This fund seeks long-term capital growth.

What are the fund's primary investment strategies and principal risks?

The fund's principal risks include

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

o Price Volatility - The value of the fund's shares may fluctuate significantly
in the short term as a result of high portfolio turnover, market risk and
nondiversification.

o Foreign Securities - The fund may invest in foreign securities, which can be
riskier than investing in U.S. stocks.

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

Who may want to invest in the fund?

Who may not want to invest in the fund?

The fund may not be a good investment if you are
o seeking current income from your investment
o investing for a short period of time
o uncomfortable with short-term volatility in the value of your investment
o not investing through an IRA or other tax-advantaged retirement plan and are
concerned about tax consequences of high portfolio turnover

CALLOUT
Portfolio turnover is a measure of how frequently a fund buys and sells
portfolio securities.

CALLOUT
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

Fund Performance History
As a new fund, the fund's performance history is not available as of the date of
this Prospectus.

CALLOUT
For current performance information, please call us at 1-800-345-3533 or visit
American Century's Web site at www.americancentury.com.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares

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

Shareholder Transaction Expenses (fees paid directly from your investment)
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 2.0%(1)
(1) For shares held for less than five years

Annual Operating Expenses (expenses that are deducted from fund assets)

Management Distribution and Other Total Annual Fund
Fee(1) Service (12b-1) Fees(2) Expenses(3) Operating Expenses
Veedot Large-Cap 1.25% 0.50% 0.00% 1.75%

(3) Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for the current fiscal year.

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

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o incur the same operating expenses as shown above

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

1 year 3 years
Veedot Large-Cap $369 $723

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
Veedot Large-Cap $162 $502

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

Objectives, Strategies and Risks

Veedot Large-Cap Fund

What is the fund's investment objective?

This fund seeks long-term capital growth.

How does the fund pursue its investment objective?

These tools include a fundamental process that screens thousands of
publicly-traded securities to identify those that meet the fund's strict,
proprietary growth requirements.

CALLOUT
Non-leveraged means that the fund may not invest in futures contracts where it
would be possible to lose more than the fund invested.

What kinds of securities does the fund buy?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
securities, equity equivalent securities, non-leveraged futures and options,
notes, bonds and other debt securities. The fund limits its purchase of debt
securities to investment-grade obligations. Futures and options can help the
fund's cash assets remain liquid while performing more like stocks. The fund has
a policy governing futures and options and similar derivative securities to help
manage the risk of these types of investments. A complete description of the
derivatives policy is included in the Statement of Additional Information.

Although the fund's managers expect it initially will invest primarily in U.S.
companies, there is no limit on the amount of assets the fund can invest in
foreign companies.

What are the principal risks of investing in the funds?

The fund is nondiversified. This means that the fund's managers may choose to
invest in a relatively small number of securities. If so, a price change in any
one of these securities may have a greater impact on the fund's share price than
would be the case if the fund were diversified. Although the fund's managers
expect it will ordinarily satisfy the requirements for a diversified fund, its
nondiversified status gives them more flexibility to invest heavily in the most
attractive companies identified by the fund's methodology.

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

Management

Who manages the fund?

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

The Board of Directors

The Investment Advisor

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the Investor
Class shares of Veedot Large-Cap. The amount of the management fee is calculated
on a class-by-class basis daily and paid monthly. Veedot Large-Cap will pay the
advisor a unified management fee of 1.10% of the first $500 million of average
net assets, 1.05% of the next $500 million of average net assets and 1.00% of
average net assets over $1 billion of the Advisor Class shares.

The Fund Management Team

The portfolio managers on the investment team are identified below:

CALLOUT

Fundamental Investment Policies

Year 2000 Issues

Investing with American Century

Eligibility for Advisor Class Shares

Investing through Financial Intermediaries

Redemptions

Investing through Financial Intermediaries

o minimum investment requirements
o exchange policies
o fund choices
o cutoff time for investments

Please contact your financial intermediary or plan sponsor for a complete
description of its policies.

CALLOUT
Financial intermediaries include banks, broker-dealers, insurance companies and
investment advisors.

Abusive Trading Practices

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

Special Requirements for Large Redemptions

Share Price and Distributions

Share Price

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

Distributions

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

CALLOUTS

The net asset value of a fund is the price of the fund's shares.

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

Taxes

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

Taxes on Transactions

Your redemptions--including exchanges to other American Century funds--are
subject to capital gains tax. The table above can provide a general guide for
your potential tax liability when selling or exchanging fund shares. Short-term
capital gains are gains on fund shares you held for 12 months or less. Long-term
capital gains are gains on fund shares you held for more than 12 months. If your
shares decrease in value, their sale or exchange will result in a long-term or
short-term capital loss. However, you should note that loss realized upon the
sale or redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distribution of long-term capital
gain and disallowed to the extent of any distribution of tax-exempt income to
you with respect to those shares. If a loss is realized on the redemption of
fund shares, the reinvestment in additional fund shares within 30 days before or
after the redemption may be subject to the wash sale rules of the Internal
Revenue Code. This may result in a postponement of the recognition of such loss
for federal income tax purposes.

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

Multiple Class Information

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

The Investor Class, which has no up-front or deferred charges, commissions or
12b-1 fees, is offered primarily to retail investors. The other classes have
different fees, expenses and/or minimum investment requirements than the Advisor
Class. The difference in the fee structures between the classes is the result of
their separate arrangements for shareholder and distribution services and not
the result of any difference in amounts charged by the advisor for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at

1-800-345-2021 for Investor Class shares
1-800-345-3533 for Institutional Class shares.

You also can contact a sales representative or financial intermediary who offers
those classes of shares.

Except as described below, all classes of shares of the funds have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences between the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting such class; (d) each class may
have different exchange privileges; and (e) the Institutional Class may provide
for automatic conversion from that class into shares of the Investor Class of
the same fund.

Service and Distribution Fees

More information about the fund is contained in these documents

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

Investment Company Act File No. 811-0816

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-3533 or 816-531-5575

9910
SH-PRS-xxxxx

American Century Mutual Funds, Inc.

Statement of Additional Information

Veedot(reg.sm) Large-Cap Fund

NOVEMBER 30, 1999

This Statement of Additional Information adds to the discussion in the fund's
Prospectus, dated November 30, 1999, but is not a prospectus. The Statement of
Additional Information should be read in conjunction with the fund's current
Prospectus. If you would like a copy of a Prospectus, please contact us at the
address or telephone numbers listed on the back cover or visit American
Century's Web site at www.americancentury.com.

This Statement of Additional Information incorporates by reference certain
information that appears in the fund's annual and semiannual reports, which are
delivered to all shareholders. You may obtain a free copy of the fund's annual
or semiannual reports by calling 1-800-345-2021.

Distributed by
Funds Distributor, Inc.

STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 30, 1999

TABLE OF CONTENTS
The Fund's History 2
Fund Investment Guidelines 2
Fund Investments and Risks 7
Investment Strategies and Risks 7
Investment Policies 17
Portfolio Turnover 18
Management 19
The Board of Directors 19
Officers 21
Service Providers 24
Investment Advisor 24
Transfer Agent and Administrator 25
Distributor 25
Other Service Providers 25
Custodian Banks
Independent Auditor
Brokerage Allocation 27
Information about Fund Shares 28
Multiple Class Structure 28
Buying and Selling Fund Shares 30
Valuation of a Fund's Securities 30
Taxes 31
Federal Income Tax
State Income Tax
How Fund Performance Information is Calculated 32
Performance Comparisons
Permissible Advertising Information
Multiple Class Performance Advertising

THE FUND'S HISTORY
American Century Mutual Funds, Inc. is a registered open-end management
investment company that was organized in 1957 as a Delaware corporation under
the name Twentieth Century Investors, Inc. On July 2, 1990, the company
reorganized as a Maryland corporation, and in January 1997 it changed its name
to American Century Mutual Funds, Inc. Throughout this Statement of Additional
Information we refer to American Century Mutual Funds, Inc. as the corporation.
The fund described in this Statement of Additional Information is a separate
series of the corporation and operates for many purposes as if it were an
independent company. The fund has its own investment objective, strategy,
management team, assets, tax identification and stock registration numbers.

Investor Class Advisor Class Institutional Class
Ticker Inception Ticker Inception Ticker Inception
Fund Symbol Date Symbol Date Symbol Date
Veedot Large-Cap N/A N/A N/A N/A N/A N/A

FUND INVESTMENT GUIDELINES
This section explains the extent to which the fund's advisor, American
Century Investment Management, Inc., can use various investment vehicles and
strategies in managing a fund's assets. Descriptions of the investment
techniques and risks associated with each appear in the section, "Investment
Strategies and Risks," which begins on page 3. In the case of the fund's
principal investment strategies, these descriptions elaborate upon discussions
contained in the Prospectus.
The fund is an open-end, management investment company as defined in the
Investment Company Act of 1940 (the Investment Company Act). The fund does not
hold itself out as a diversified fund. The fund is nondiversified. Diversified
means that, with respect to 75% of its total assets, the fund will not invest
more than 5% of its total assets in the securities of a single issuer or own
more than 10% of the outstanding voting securities of a single issuer. Although
the fund's managers expect it will ordinarily satisfy the requirements of a
diversified fund, its nondiversified status gives them more flexibility to
invest heavily in the most attractive companies identified by the fund's
methodology.
To meet federal tax requirements for qualification as a regulated investment
company, the fund must limit its investments so that at the close of each
quarter of its taxable year (1) no more than 25% of its total assets are
invested in the securities of a single issuer (other than the U.S. government or
a regulated investment company), and (2) with respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.
In general, within the restrictions outlined here and in the fund's
Prospectus, the fund managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.
Investments are varied according to what is judged advantageous under
changing economic conditions. It is the advisor's policy to retain maximum
flexibility in management without restrictive provisions as to the proportion of
one or another class of securities that may be held, subject to the investment
restrictions described below. It is the advisor's intention that the fund
generally will consist of domestic and foreign common stocks, and equity
equivalent securities. However, subject to the specific limitations applicable
to a fund, the fund's management team may invest the assets of the fund in
varying amounts using other instruments and techniques, such as those described
in the next section, when such a course is deemed appropriate in order to
attempt to attain a fund's investment objective. Senior securities that, in the
opinion of the managers, are high-grade issues also may be purchased for
defensive purposes.
So long as a sufficient number of acceptable securities are available, the
fund managers intend to keep the fund fully invested in stocks identified as
attractive by the fund's investment methodology, regardless of the movement of
stock prices, generally. However, should the fund's investment methodology fail
to identify sufficient investment candidates, or for any other reason including
the desire to take a temporary defensive position, the fund may invest up to
100% of its assets in U.S. government securities. In most circumstances, the
fund's actual level of cash and cash equivalents will be less than 10%. The
managers may use S&P 500 Index futures as a way to expose the fund's cash assets
to the market, while maintaining liquidity. As mentioned in the Prospectus, the
managers may not leverage the fund's portfolios, so there is no greater market
risk to the fund than if they purchase stocks. See "Derivative Securities," page
__, "Short-Term Securities," page __ and "Futures and Options," page __ .

FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS
This section describes investment vehicles and techniques that the fund
managers can use in managing a fund's assets. It also details the risks
associated with each, because each technique contributes to a fund's overall
risk profile.

Foreign Securities
The fund may invest an unlimited portion of its total assets in the
securities of foreign issuers, including foreign governments, when these
securities meet its standards of selection. Securities of foreign issuers may
trade in the U.S. or foreign securities markets.
Investments in foreign securities may present certain risks, including:
Currency Risk. The value of the foreign investments held by the fund may be
significantly affected by changes in currency exchange rates. The dollar value
of a foreign security generally decreases when the value of the dollar rises
against the foreign currency in which the security is denominated and tends to
increase when the value of the dollar falls against such currency. In addition,
the value of fund assets may be affected by losses and other expenses incurred
in converting between various currencies in order to purchase and sell foreign
securities and by currency restrictions, exchange control regulation, currency
devaluations and political developments.
Political and Economic Risk. The economies of many of the countries in which
the fund invests are not as developed as the economy of the United States and
may be subject to significantly different forces. Political or social
instability, expropriation, nationalization, or confiscatory taxation, and
limitations on the removal of fund or other assets, also could adversely affect
the value of investments. Further, the fund may encounter difficulties or be
unable to enforce ownership rights, pursue legal remedies or obtain judgments in
foreign courts.
Regulatory Risk. Foreign companies generally are not subject to the
regulatory controls imposed on U.S. issuers and, in general, there is less
publicly available information about foreign securities than is available about
domestic securities. Many foreign companies are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic companies. Income from
foreign securities owned by the fund may be reduced by a withholding tax at the
sources, which would reduce dividend income payable to shareholders.
Market and Trading Risk. Brokerage commission rates in foreign countries,
which generally are fixed rather than subject to negotiation as in the United
States, are likely to be higher. The securities markets in many of the countries
in which the fund invests will have substantially less trading volume than the
principal U.S. markets. As a result, the securities of some companies in these
countries may be less liquid and more volatile than comparable U.S. securities.
Furthermore, one securities broker may represent all or a significant part of
the trading volume in a particular country, resulting in higher trading costs
and decreased liquidity due to a lack of alternative trading partners. There
generally is less government regulation and supervision of foreign stock
exchanges, brokers and issuers, which may make it difficult to enforce
contractual obligations.
Clearance and Settlement Risk. Foreign securities markets also have different
clearance and settlement procedures, and in certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the fund are uninvested and no return is earned thereon. The inability of the
fund to make intended security purchases due to clearance and settlement
problems could cause the fund to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to clearance and settlement
problems could result either in losses to the fund due to subsequent declines in
the value of the portfolio security or, if the fund has entered into a contract
to sell the security, liability to the purchaser.
Ownership Risk. Evidence of securities ownership may be uncertain in many
foreign countries. In many of these countries, the most notable of which is the
Russian Federation, the ultimate evidence of securities ownership is the share
register held by the issuing company or its registrar. While some companies may
issue share certificates or provide extracts of the company's share register,
these are not negotiable instruments and are not effective evidence of
securities ownership. In an ownership dispute, the company's share register is
controlling. As a result, there is a risk that a fund's trade details could be
incorrectly or fraudulently entered on the issuer's share register at the time
of the transaction, or that a fund's ownership position could thereafter be
altered or deleted entirely, resulting in a loss to the fund. While the fund
intends to limit their direct investments in Russian companies, if any, to those
that utilize an independent registrar, there can be no assurance that such
investments will not result in a loss to the fund.

Convertible Debt Securities
A convertible debt security is a fixed-income security that offers the
potential for capital appreciation through a conversion feature that enables the
holder to convert the fixed-income security into a stated number of shares of
common stock. As fixed-income securities, convertible debt securities provide a
stable stream of income, with generally higher yields than common stocks.
Because convertible debt securities offer the potential to benefit from
increases in the market price of the underlying common stock, however, they
generally offer lower yields than non-convertible securities of similar quality.
Of course, like all fixed- income securities, there can be no assurance of
current income because the issuers of the convertible debt securities may
default on their obligations. In addition, there can be no assurance of capital
appreciation because the value of the underlying common stock will fluctuate.
Convertible debt securities generally are subordinated to other similar but
non-convertible debt securities of the same issuer, although convertible bonds,
as corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.
Unlike a convertible security that is a single security, a synthetic
convertible security is comprised of two distinct securities that together
resemble convertible securities in certain respects. Synthetic convertible
securities are created by combining non-convertible bonds or preferred stocks
with warrants or stock call options. The options that will form elements of
synthetic convertible securities will be listed on a securities exchange or
NASDAQ. The two components of a synthetic convertible security, which will be
issued with respect to the same entity, generally are not offered as a unit, and
may be purchased and sold by the fund at different times. Synthetic convertible
securities differ from convertible securities in certain respects, including
that each component of a synthetic convertible security has a separate market
value and responds differently to market fluctuations. Investing in synthetic
convertible securities involves the risk normally found in holding the
securities comprising the synthetic convertible security.

Short Sales
A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short.
In a short sale, the seller does not immediately deliver the securities sold
and is said to have a short position in those securities until delivery occurs.
To make delivery to the purchaser, the executing broker borrows the securities
being sold short on behalf of the seller. While the short position is
maintained, the seller collateralizes its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve. If a fund engages in a short sale, the collateral account will be
maintained by the fund's custodian. While the short sale is open, the fund will
maintain in a segregated custodial account an amount of securities convertible
into, or exchangeable for, such equivalent securities at no additional cost.
These securities would constitute the fund's long position.
A fund may make a short sale, as described above, when it wants to sell the
security it owns at a current attractive price, but also wishes to defer
recognition of gain or loss for federal income tax purposes. There will be
certain additional transaction costs associated with short sales, but the fund
will endeavor to offset these costs with income from the investment of the cash
proceeds of short sales.

Portfolio Lending
In order to realize additional income, a fund may lend its portfolio
securities. Such loans may not exceed one-third of the fund's total assets
valued at market except (i) through the purchase of debt securities in
accordance with its investment objectives, policies and limitations, or (ii) by
engaging in repurchase agreements with respect to portfolio securities.

Derivative Securities
To the extent permitted by its investment objectives and policies, the fund
may invest in securities that are commonly referred to as derivative securities.
Generally, a derivative is a financial arrangement, the value of which is based
on, or derived from, a traditional security, asset or market index. Certain
derivative securities are described more accurately as index/structured
securities. Index/structured securities are derivative securities whose value or
performance is linked to other equity securities (such as depositary receipts),
currencies, interest rates, indices or other financial indicators (reference
indices).
Some derivatives, such as mortgage-related and other asset-backed securities,
are in many respects like any other investment, although they may be more
volatile or less liquid than more traditional debt securities.
There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional hedging purposes to
attempt to protect a fund from exposure to changing interest rates, securities
prices or currency exchange rates, and for cash management purposes as a
low-cost method of gaining exposure to a particular securities market without
investing directly in those securities.
No fund may invest in a derivative security unless the reference index or the
instrument to which it relates is an eligible investment for the fund. For
example, a security whose underlying value is linked to the price of oil would
not be a permissible investment because the fund may not invest in oil and gas
leases or futures.
The return on a derivative security may increase or decrease, depending upon
changes in the reference index or instrument to which it relates.
There is a range of risks associated with derivative investments, including:
o the risk that the underlying security, interest rate, market index or
other financial asset will not move in the direction the fund managers
anticipate;
o the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the exchange,
either of which may make it difficult or impossible to close out a
position when desired;
o the risk that adverse price movements in an instrument can result in a
loss substantially greater than a fund's initial investment; and
o the risk that the counterparty will fail to perform its obligations.
The Board of Directors has approved the advisor's policy regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection with a purchase of derivative securities. The policy
also establishes a committee that must review certain proposed purchases before
the purchases can be made. The advisor will report on fund activity in
derivative securities to the Board of Directors as necessary. In addition, the
Board will review the advisor's policy for investments in the derivative
securities annually.

Investment in Companies with Limited Operating Histories
The fund may invest up to 10% of its assets in the securities of issuers with
limited operating histories. The fund managers consider an issuer to have a
limited operating history if that issuer has a record of less than three years
of continuous operation. The managers will consider periods of capital
formation, incubation, consolidations, and research and development in
determining whether a particular issuer has a record of three years of
continuous operation.
Investments in securities of issuers with limited operating histories may
involve greater risks than investments in securities of more mature issuers. By
their nature, such issuers present limited operating histories and financial
information upon which the managers may base their investment decision on behalf
of the fund. In addition, financial and other information regarding such
issuers, when available, may be incomplete or inaccurate.

Other Investment Companies
The fund may invest up to 10% of its total assets in other mutual funds,
including those managed by the advisor, provided that the investment is
consistent with the fund's investment policies and restrictions. Under the
Investment Company Act, a fund's investment in such securities, subject to
certain exceptions, currently is limited to (a) 3% of the total voting stock of
any one investment company; (b) 5% of the fund's total assets with respect to
any one investment company; and (c) 10% of a fund's total assets in the
aggregate. Such purchases will be made in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than the customary
brokers' commissions. As a shareholder of another investment company, a fund
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the management fee that the fund bears directly in connection
with its own operations.

Repurchase Agreements
The fund may invest in repurchase agreements when such transactions present
an attractive short-term return on cash that is not otherwise committed to the
purchase of securities pursuant to the investment policies of that fund.
A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to purchase it on a specified
date in the future at an agreed-upon price. The repurchase price reflects an
agreed-upon interest rate during the time the fund's money is invested in the
security.
Because the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in disposing of the collateral, which would reduce the
amount realized thereon. If the seller seeks relief under the bankruptcy laws,
the disposition of the collateral may be delayed or limited. To the extent the
value of the security decreases, the fund could experience a loss.
The fund will limit repurchase agreement transactions to securities issued by
the U.S. government and its agencies and instrumentalities, and will enter into
such transactions with those banks and securities dealers who are deemed
creditworthy pursuant to criteria adopted by the fund's Board of Directors.
The fund will not invest more than 15% of its assets in repurchase agreements
maturing in more than seven days and other illiquid securities.

When-Issued and Forward Commitment Agreements
The fund may sometimes purchase new issues of securities on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the commitment is made, but payment and delivery occur at a future
date (typically 15 to 45 days later).
When purchasing securities on a when-issued or forward commitment basis, a
fund assumes the rights and risks of ownership, including the risks of price and
yield fluctuations. Market rates of interest on debt securities at the time of
delivery may be higher or lower than those contracted for on the when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund. While the fund will make commitments
to purchase or sell securities with the intention of actually receiving or
delivering them, it may sell the securities before the settlement date if doing
so is deemed advisable as a matter of investment strategy.
In purchasing securities on a when-issued or forward commitment basis, a fund
will establish and maintain a segregated account consisting of cash, cash
equivalents or other appropriate liquid securities in an amount sufficient to
meet the purchase price. When the time comes to pay for the when-issued
securities, a fund will meet its obligations with available cash, through the
sale of securities, or, although it would not normally expect to do so, by
selling the when-issued securities themselves (which may have a market value
greater or less than the fund's payment obligation). Selling securities to meet
when-issued or forward commitment obligations may generate taxable capital gains
or losses.

Restricted and Illiquid Securities
The fund may, from time to time, purchase restricted or illiquid securities,
including Rule 144A securities, when they present attractive investment
opportunities that otherwise meet the fund's criteria for selection. Rule 144A
securities are securities that are privately placed with and traded among
qualified institutional investors rather than the general public. Although Rule
144A securities are considered restricted securities, they are not necessarily
illiquid.
With respect to securities eligible for resale under Rule 144A, the staff of
the Securities and Exchange Commission (SEC) has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the Board of Directors to determine, such
determination to be based upon a consideration of the readily available trading
markets and the review of any contractual restrictions. Accordingly, the Board
of Directors is responsible for developing and establishing the guidelines and
procedures for determining the liquidity of Rule 144A securities. As allowed by
Rule 144A, the Board of Directors of the fund has delegated the day-to-day
function of determining the liquidity of Rule 144A securities to the fund
managers. The Board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.
Because the secondary market for such securities is limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and a fund may, from time to time, hold a Rule 144A or other
security that is illiquid. In such an event, the fund managers will consider
appropriate remedies to minimize the effect on such fund's liquidity.

Short-Term Securities
In order to meet anticipated redemptions, to hold pending the purchase of
additional securities for a fund's portfolio, or, in some cases, for temporary
defensive purposes, the fund may invest a portion of its assets in money market
and other short-term securities.
Examples of those securities include
o Securities issued or guaranteed by the U.S. government and its agencies
and instrumentalities
o Commercial Paper
o Certificates of Deposit and Euro Dollar Certificates of Deposit
o Bankers' Acceptances
o Short-term notes, bonds, debentures or other debt instruments
o Repurchase agreements

In addition, the fund may invest up to 5% of its total assets in any one
money market fund, including those managed by the advisor.

Futures and Options
The fund may enter into futures contracts, options or options on futures
contracts. Generally, futures transactions will be used to:

o protect against a decline in market value of the fund's securities (taking
a short futures position), or

o protect against the risk of an increase in market value for securities in
which the fund generally invests at a time when the fund is not fully
invested (taking a long futures position), or

o provide a temporary substitute for the purchase of an individual security
that may not be purchased in an orderly fashion. Some futures and options
strategies, such as selling futures, buying puts and writing calls, hedge a
fund's investments against price fluctuations. Other strategies, such as
buying futures, writing puts and buying calls, tend to increase market
exposure.

Although other techniques may be used to control a fund's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a fund pays brokerage commissions in connection
with opening and closing out futures positions, these costs are lower than the
transaction costs incurred in the purchase and sale of the underlying
securities.
For example, the sale of a future by a fund means the fund becomes obligated
to deliver the security (or securities, in the case of an index future) at a
specified price on a specified date. The purchase of a future means the fund
becomes obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another party of a specific security at a specified future time and price.
The fund managers may engage in futures and options transactions based on
securities indices that are consistent with the fund's investment objectives.
Examples of indices that may be used include the Bond Buyer Index of Municipal
Bonds for fixed-income funds, or the S&P 500 Index for equity funds. The
managers also may engage in futures and options transactions based on specific
securities, such as U.S. Treasury bonds or notes. Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. government agency.
Index futures contracts differ from traditional futures contracts in that
when delivery takes place, no stocks or bonds change hands. Instead, these
contracts settle in cash at the spot market value of the index. Although other
types of futures contracts by their terms call for actual delivery or acceptance
of the underlying securities, in most cases the contracts are closed out before
the settlement date. A futures position may be closed by taking an opposite
position in an identical contract (i.e., buying a contract that has previously
been sold or selling a contract that has previously been bought).
Unlike when the fund purchases or sells a bond, no price is paid or received
by the fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount. This amount is known as initial margin. The
margin deposit is intended to ensure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. A margin deposit does not constitute a margin
transaction for purposes of the fund's investment restrictions. Minimum initial
margin requirements are established by the futures exchanges and may be revised.
In addition, brokers may establish margin deposit requirements that are higher
than the exchange minimums. Cash held in the margin account generally is not
income-producing. Subsequent payments to and from the broker, called variation
margin, will be made on a daily basis as the price of the underlying debt
securities or index fluctuates, making the future more or less valuable, a
process known as marking the contract to market. Changes in variation margin are
recorded by the fund as unrealized gains or losses. At any time prior to
expiration of the future, the fund may elect to close the position by taking an
opposite position that will operate to terminate its position in the future. A
final determination of variation margin is then made; additional cash is
required to be paid by or released to the fund and the fund realizes a loss or
gain.

Risks Related to Futures and Options Transactions
Futures and options prices can be volatile, and trading in these markets
involves certain risks. If the fund managers apply a hedge at an inappropriate
time or judge interest rate or equity market trends incorrectly, futures and
options strategies may lower a fund's return.
A fund could suffer losses if it is unable to close out its position because
of an illiquid secondary market. Futures contracts may be closed out only on an
exchange that provides a secondary market for these contracts, and there is no
assurance that a liquid secondary market will exist for any particular futures
contract at any particular time. Consequently, it may not be possible to close a
futures position when the fund managers consider it appropriate or desirable to
do so. In the event of adverse price movements, a fund would be required to
continue making daily cash payments to maintain its required margin. If the fund
had insufficient cash, it might have to sell portfolio securities to meet daily
margin requirements at a time when the fund managers would not otherwise elect
to do so. In addition, a fund may be required to deliver or take delivery of
instruments underlying futures contracts it holds. The fund managers will seek
to minimize these risks by limiting the contracts entered into on behalf of the
fund to those traded on national futures exchanges and for which there appears
to be a liquid secondary market.
A fund could suffer losses if the prices of its futures and options positions
were poorly correlated with its other investments, or if securities underlying
futures contracts purchased by a fund had different maturities than those of the
portfolio securities being hedged. Such imperfect correlation may give rise to
circumstances in which a fund loses money on a futures contract at the same time
that it experiences a decline in the value of its hedged portfolio securities. A
fund also could lose margin payments it has deposited with a margin broker, if,
for example, the broker became bankrupt.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond the limit. However, the daily limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

Options on Futures
By purchasing an option on a futures contract, a fund obtains the right, but
not the obligation, to sell the futures contract (a put option) or to buy the
contract (a call option) at a fixed strike price. A fund can terminate its
position in a put option by allowing it to expire or by exercising the option.
If the option is exercised, the fund completes the sale of the underlying
security at the strike price. Purchasing an option on a futures contract does
not require a fund to make margin payments unless the option is exercised.
Although it does not currently intend to do so, the fund may write (or sell)
call options that obligate them to sell (or deliver) the option's underlying
instrument upon exercise of the option. While the receipt of option premiums
would mitigate the effects of price declines, the fund would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract open until the obligation
to deliver it pursuant to the call expired.

Restrictions on the Use of Futures Contracts and Options
The fund may enter into futures contracts, options or options on futures
contracts.
Under the Commodity Exchange Act, a fund may enter into futures and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed to initial margin and option premiums or (b) for purposes other than
hedging, provided that assets committed to initial margin and option premiums do
not exceed 5% of the fund's total assets. To the extent required by law, the
fund will set aside cash in an amount sufficient to cover its obligations under
the futures contracts and options.

Forward Currency Exchange Contracts
The fund may purchase and sell foreign currency on a spot (i.e., cash) basis
and may engage in forward currency contracts, currency options and futures
transactions for hedging or any other lawful purpose. See "Derivative
Securities," page __.
The fund expects to use forward contracts under two circumstances:
(1) When the fund managers wish to lock in the U.S. dollar price of a
security when a fund is purchasing or selling a security denominated in a
foreign currency, the fund would be able to enter into a forward contract
to do so; or
(2) When the fund managers believe that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, a fund
would be able to enter into a forward contract to sell foreign currency
for a fixed U.S. dollar amount approximating the value of some or all of
its portfolio securities either denominated in, or whose value is tied
to, such foreign currency.
In the first circumstance, when a fund enters into a trade for the purchase
or sale of a security denominated in a foreign currency, it may be desirable to
establish (lock in) the U.S. dollar cost or proceeds. By entering into forward
contracts in U.S. dollars for the purchase or sale of a foreign currency
involved in an underlying security transaction, the fund will be able to protect
itself against a possible loss between trade and settlement dates resulting from
the adverse change in the relationship between the U.S. dollar and the subject
foreign currency.
Under the second circumstance, when the fund managers believe that the
currency of a particular country may suffer a substantial decline relative to
the U.S. dollar, a fund could enter into a foreign contract to sell for a fixed
dollar amount the amount in foreign currencies approximating the value of some
or all of its portfolio securities either denominated in, or whose value is tied
to, such foreign currency. The fund will segregate on its records cash or
securities in an amount sufficient to cover its obligations under the contract.
The precise matching of forward contracts in the amounts and values of
securities involved generally would not be possible because the future values of
such foreign currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly uncertain. The fund managers do not intend to enter into such
contracts on a regular basis. Normally, consideration of the prospect for
currency parities will be incorporated into the long-term investment decisions
made with respect to overall diversification strategies. However, the fund
managers believe that it is important to have flexibility to enter into such
forward contracts when they determine that a fund's best interests may be
served.
At the maturity of the forward contract, the fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate the obligation to deliver the foreign currency by
purchasing an offsetting forward contract with the same currency trader
obligating the fund to purchase, on the same maturity date, the same amount of
the foreign currency.
It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the forward contract. Accordingly, it
may be necessary for a fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency the fund is obligated to deliver.

INVESTMENT POLICIES
Unless otherwise indicated, with the exception of the percentage limitations
on borrowing, the following restrictions apply at the time transactions are
entered into. Accordingly, any later increase or decrease beyond the specified
limitation resulting from a change in a fund's net assets will not be considered
in determining whether it has complied with its investment restrictions.

Fundamental Investment Policies
The fund's fundamental investment restrictions are set forth below. These
investment restrictions may not be changed without approval of a majority of the
outstanding votes of shareholders of a fund, as determined in accordance with
the Investment Company Act.

--------------------------------------------------------------------------------
Subject Policy

--------------------------------------------------------------------------------

Senior Securities A fund may not issue senior securities, except as
permitted under the Investment Company Act.

--------------------------------------------------------------------------------

Borrowing A fund may not borrow money, except for temporary or
emergency purposes (not for leveraging or investment)
in an amount not exceeding 33-1/3% of the fund's
total assets.

--------------------------------------------------------------------------------

Lending A fund may not lend any security or make any other
loan if, as a result, more than 33-1/3% of the fund's
total assets would be lent to other parties, except,
(i) through the purchase of debt securities in
accordance with its investment objective, policies
and limitations or (ii) by engaging in repurchase
agreements with respect to portfolio securities.

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Real Estate A fund may not purchase or sell real estate
unless acquired as a result of ownership of
securities or other instruments. This policy shall
not prevent a fund from investing in securities or
other instruments backed by real estate or securities
of companies that deal in real estate or are engaged
in the real estate business.

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Concentration A fund may not concentrate its investments in
securities of issuers in a particular industry (other
than securities issued or guaranteed by the U.S.
government or any of its agencies or
instrumentalities).

--------------------------------------------------------------------------------

Underwriting A fund may not act as an underwriter of securities
issued by others, except to the extent that the fund
may be considered an underwriter within the meaning
of the Securities Act of 1933 in the disposition of
restricted securities.

--------------------------------------------------------------------------------

Commodities A fund may not purchase or sell physical commodities
unless acquired as a result of ownership of
securities or other instruments; provided that this
limitation shall not prohibit the fund from
purchasing or selling options and futures contracts
or from investing in securities or other instruments
backed by physical commodities.

--------------------------------------------------------------------------------

Control A fund may not invest for purposes of exercising
control over management.

--------------------------------------------------------------------------------

Nonfundamental Investment Policies
In addition, the fund is subject to the following additional investment
restrictions that are not fundamental and may be changed by the Board of
Directors.

--------------------------------------------------------------------------------

Subject Policy

--------------------------------------------------------------------------------

Borrowing A fund may not purchase additional investment
securities at any time during which outstanding
borrowings exceed 5% of the total assets of the fund.

--------------------------------------------------------------------------------

Liquidity A fund may not purchase any security or enter into a
repurchase agreement if, as a result, more than 15% of
its net assets would be invested in illiquid
securities. Illiquid securities include repurchase
agreements not entitling the holder to payment of
principal and interest within seven days, and
securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a
readily available market.

--------------------------------------------------------------------------------

Short Sales A fund may not sell securities short, unless it
owns or has the right to obtain securities equivalent
in kind and amount to the securities sold short, and
provided that transactions in futures contracts and
options are not deemed to constitute selling securities
short.

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Margin A fund may not purchase securities on margin, except to
obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin
payments in connection with futures contracts and
options on futures contracts shall not constitute
purchasing securities on margin.

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Futures and Options A fund may enter into futures contracts and
write and buy put and call options relating to futures
contracts. A fund may not, however, enter into
leveraged futures transactions if it would be possible
for the fund to lose more money than it invested.

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Issuers with A fund may invest up 10% of its assets in the
Limited Operating securities of issuers with limited operating histories.
Histories An issuer is considered to have a limited operating
history if that issuer has a record of less than three
years of continuous operation. Periods of capital
formation, incubation, consolidations, and research and
development may be considered in determining whether a
particular issuer has a record of three years of
continuous operation.
--------------------------------------------------------------------------------

The Investment Company Act imposes certain additional restrictions upon
acquisition by the fund of securities issued by insurance companies,
broker-dealers, underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined. It also defines and forbids the creation
of cross and circular ownership. Neither the SEC nor any other agency of the
federal or state government participates in or supervises the management of the
fund or its investment practices or policies.
For purposes of the investment restriction relating to concentration, a fund
shall not purchase any securities that would cause 25% or more of the value of
the fund's total assets at the time of purchase to be invested in the securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) there is no limitation with respect to
obligations issued or guaranteed by the U.S. government, any state, territory or
possession of the United States, the District of Columbia or any of their
authorities, agencies, instrumentalities or political subdivisions and
repurchase agreements secured by such instruments, (b) wholly owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of the parents, (c)
utilities will be divided according to their services, for example, gas, gas
transmission, electric and gas, electric and telephone will each be considered a
separate industry, and (d) personal credit and business credit businesses will
be considered separate industries.

PORTFOLIO TURNOVER
The portfolio turnover rates of the fund will be shown in the Financial
Highlights table in the Prospectus.
The fund managers will purchase and sell securities without regard to the
length of time the security has been held. Accordingly, the fund's rate of
portfolio turnover may be substantial.
The fund managers intend to purchase a given security whenever they believe
it will contribute to the stated objective of the fund. In order to achieve the
fund's investment objectives, the managers may sell a given security, no matter
for how long or for how short a period it has been held in the portfolio, and no
matter whether the sale is at a gain or at a loss, if the managers believe that
the security is not fulfilling its purpose, either because, among other things,
it did not live up to the managers' expectations, or because it may be replaced
with another security holding greater promise, or because it has reached its
optimum potential, or because of a change in the circumstances of a particular
company or industry or in general economic conditions, or because of some
combination of such reasons.
When a general decline in security prices is anticipated, the equity funds
may decrease or eliminate entirely their equity positions and increase their
cash positions, and when a rise in price levels is anticipated, the equity funds
may increase their equity positions and decrease their cash positions. However,
it should be expected that the fund will, under most circumstances, be
essentially fully invested in equity securities.
Because investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives, the managers believe that the rate
of portfolio turnover is irrelevant when they believe a change is in order to
achieve the objectives. As a result, a fund's annual portfolio turnover rate
cannot be anticipated and may be higher than other mutual funds with similar
investment objectives. Higher turnover would generate correspondingly greater
brokerage commissions, which is a cost the fund pays directly. Portfolio
turnover also may affect the character of capital gains realized and distributed
by the fund, if any, because short-term capital gains are taxable as ordinary
income. This disclosure regarding portfolio turnover is a statement of
fundamental policy and may be changed only by a vote of the shareholders.
Because the managers do not take portfolio turnover rate into account in
making investment decisions, (1) the managers have no intention of accomplishing
any particular rate of portfolio turnover, whether high or low, and (2) the
portfolio turnover rates in the past should not be considered as representative
of the rates that will be attained in the future.

MANAGEMENT

The Board of Directors
The Board of Directors oversees the management of the fund and meets at least
quarterly to review reports about fund operations. Although the Board of
Directors does not manage the fund, it has hired the advisor to do so.
Two-thirds of the directors are independent of the fund's advisor, that is, they
are not employed by and have no financial interest in the advisor.
The individuals listed in the table below whose names are marked by an
asterisk (*) are interested persons of the fund (as defined in the Investment
Company Act) by virtue of, among other considerations, their affiliation with
either the fund; the advisor, American Century Investment Management, Inc.
(ACIM); the fund's agent for transfer and administrative services, American
Century Services Corporation (ACSC); the parent corporation, American Century
Companies, Inc. (ACC) or ACC's subsidiaries (including ACIM and ACSC); the
fund's distribution agent and co-administrator, Funds Distributor, Inc. (FDI);
or other funds advised by the advisor. Each director listed below serves as a
director of six registered investment companies in the American Century family
of funds, which are also advised by the advisor.

Name (Age) Position(s) Held With Fund Principal Occupation(s) during Past Five Years
------------------------------------------------------------------------------------------------------------------------------------
James E. Stowers, Jr.* (75) Director, Chairman, Director and controlling shareholder, ACC,
4500 Main Street Chairman of the Board Chairman and Director, ACIM, ACSC and ACIS(1)
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------
James E. Stowers III*(40) Director Director and Chief Executive Officer, ACC, ACIM, ACSC and
4500 Main Street ACIS(2)
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------
Thomas A. Brown (59) Director Director of Plains States Development, Applied Industrial
4500 Main Street Technologies, Inc., a corporation engaged in the sale of
Kansas City, MO 64111 bearings and power transmission products
------------------------------------------------------------------------------------------------------------------------------------
Robert W. Doering, M.D. (67) Director Retired, formerly a general surgeon
4500 Main Street
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (54) Director Senior Vice President and Associate Director, Midwest
4500 Main Street Research Institute
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------
D.D. (Del) Hock (64) Director Retired, formerly Chairman, Public Service Company of
4500 Main Street Colorado;
Director, Service Tech, Inc., Hathaway
Kansas City, MO 64111 Corporation, and J.D. Edwards & Company
------------------------------------------------------------------------------------------------------------------------------------

Donald H. Pratt (61) Director Chairman and Director, Butler Manufacturing Company
4500 Main Street Vice Chairman Director, Atlas-Copco North America Inc.
Kansas City, MO 64111 of the Board
------------------------------------------------------------------------------------------------------------------------------------

Lloyd T. Silver, Jr. (71) Director President, LSC, Inc., manufacturer's representative
4500 Main Street
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------
M. Jeannine Strandjord (53) Director Senior Vice President, Finance, Sprint Corporation;
4500 Main Street Director, DST Systems, Inc.
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------
(1)Father of James E. Stowers III
(2)Son of James E. Stowers, Jr.

Committees
The Board has four standing committees to oversee specific functions of the
fund's operations. Information about these committees appears in the table
below. The director first named serves as chairman of the committee.

Committee Members Function of Committee
--------------------------- ----------------------------- --------------------------------------------------------------------------
--------------------------- ----------------------------- --------------------------------------------------------------------------
Executive James E. Stowers, Jr. The Executive Committee performs the functions of the Board of
James E. Stowers III Directors between Board meetings, subject to the limitations on its
Donald H. Pratt power set out in the Maryland General Corporation Law, and except
for matters required by the Investment Company Act to be acted
upon by the whole Board.
--------------------------- ----------------------------- --------------------------------------------------------------------------
--------------------------- ----------------------------- --------------------------------------------------------------------------
Compliance Thomas A. Brown The Compliance Committee reviews the results of the fund's compliance
Donald H. Pratt testing program, reviews quarterly reports from the advisor to the Board
Lloyd T. Silver, Jr. regarding various compliance matters and monitors the implementation of
Andrea C. Hall, Ph.D. the fund's Code of Ethics, including any violations thereof.
--------------------------- ----------------------------- --------------------------------------------------------------------------
--------------------------- ----------------------------- --------------------------------------------------------------------------
Audit M. Jeannine Strandjord The Audit Committee recommends the engagement of the fund's independent
Robert W. Doering, M.D. auditors and oversees its activities. The committee receives reports from
D.D. (Del) Hock the advisor's Internal Audit Department, which is accountable to the
committee. The committee also receives reporting about compliance matters
affecting the fund.
--------------------------- ----------------------------- --------------------------------------------------------------------------
--------------------------- ----------------------------- --------------------------------------------------------------------------
Nominating Donald H. Pratt The Nominating Committee primarily considers and recommends individuals
Andrea C. Hall, Ph.D. for nomination as directors. The names of potential director candidates
D.D. (Del) Hock are drawn from a number of sources, including recommendations from Board
members, management and shareholders. The committee also reviews and
makes recommendations to the Board with respect to the composition of
Board committees and other Board-related matters, including its
organization, size, composition, responsibilities, functions and
compensation.
--------------------------- ----------------------------- --------------------------------------------------------------------------

Compensation of Directors
The directors also serve as directors for five American Century investment
companies other than the corporation. Each director who is not an interested
person as defined in the Investment Company Act receives compensation for
service as a member of the Board of all six such companies based on a schedule
that takes into account the number of meetings attended and the assets of the
fund for which the meetings are held. These fees and expenses are divided among
the six investment companies based, in part, upon their relative net assets.
Under the terms of the management agreement with the advisor, the fund is
responsible for paying such fees and expenses.
The following table shows the aggregate compensation paid by the corporation
for the periods indicated and by the six investment companies served by this
Board to each director who is not an interested person as defined in the
Investment Company Act.

Aggregate Director Compensation for Fiscal Year Ended October 31, 1999
--------------------------------------------------------------------------------
Total Total Compensation
Compensation from the
from the American Century
Name of Director Fund (1) Family of Funds(2)
Thomas A. Brown N/A $52,333
Robert W. Doering, M.D. N/A 51,250
Andrea C. Hall, Ph.D. N/A 51,750
D.D. (Del) Hock N/A 51,500
Donald H. Pratt N/A 53,583
Lloyd T. Silver, Jr. N/A 51,500
M. Jeannine Strandjord N/A 52,833
--------------------------------------------------------------------------------

1 Includes compensation paid to the directors during the fiscal year ended
October 31, 1999, and also includes amounts deferred at the election of the
directors under the American Century Mutual Funds Deferred Compensation Plan for
Non-Interested Directors and Trustees.
2 Includes compensation paid by the six investment company members of the
American Century family of funds served by this Board.

The fund has adopted the American Century Deferred Compensation Plan for
Non-Interested Directors and Trustees. Under the plan, the independent directors
may defer receipt of all or any part of the fees to be paid to them for serving
as directors of the fund.
All deferred fees are credited to an account established in the name of the
directors. The amounts credited to the account then increase or decrease, as the
case may be, in accordance with the performance of one or more of the American
Century funds that are selected by the director. The account balance continues
to fluctuate in accordance with the performance of the selected funds or fund
until final payment of all amounts credited to the account. Directors are
allowed to change their designation of mutual funds from time to time.
No deferred fees are payable until such time as a director resigns, retires
or otherwise ceases to be a member of the Board of Directors. Directors may
receive deferred fee account balances either in a lump sum payment or in
substantially equal installment payments to be made over a period not to exceed
10 years. Upon the death of a director, all remaining deferred fee account
balances are paid to the director's beneficiary or, if none, to the director's
estate.
The plan is an unfunded plan and, accordingly, the fund has no obligation to
segregate assets to secure or fund the deferred fees. The rights of directors to
receive their deferred fee account balances are the same as the rights of a
general unsecured creditor of the fund. The plan may be terminated at any time
by the administrative committee of the plan. If terminated, all deferred fee
account balances will be paid in a lump sum.
No deferred fees were paid to any director under the plan during the fiscal
year ended October 31, 1999.

Officers
Background information for the officers of the fund is provided in the table
below. All persons named as officers of the fund also serve in similar
capacities for the 12 other investment companies advised by ACIM. Not all
officers of the fund are listed; only those officers with policy-making
functions for the fund are listed. No officer is compensated for his or her
service as an officer of the fund. The individuals listed in the following table
are interested persons of the fund (as defined in the Investment Company Act) by
virtue of, among other considerations, their affiliation with either the fund;
ACC; ACC's subsidiaries (including ACIM and ACSC); or the fund's distributor
(FDI).

Name (Age) Positions Held With Principal Occupation(s)
Address Fund During Past Five Years
------------------------------------------------------------------------------------------------------------------------------------

George A. Rio (44) President Executive Vice President and Director of Client Services, FDI
60 State St. (March 1998 to present)
Boston, MA 02109 Senior Vice President and Senior Key Account Manager, Putnam
Mutual Funds (June 1995 to March 1998)
Director Business Development, First Data Corporation
(May 1994 to June 1995)
------------------------------------------------------------------------------------------------------------------------------------

Christopher J. Kelley (34) Vice President Vice President and Associate General Counsel, FDI (July 1996 to
60 State St. present)
Boston, MA 02109 Assistant Counsel, Forum Financial Group (April 1994 to July 1996)
------------------------------------------------------------------------------------------------------------------------------------

Mary A. Nelson (35) Vice President Vice President and Manager of Treasury Services and
60 State St. Administration, FDI (1994 to present)
Boston, MA 02109
------------------------------------------------------------------------------------------------------------------------------------

Maryanne Roepke, CPA (43) Vice President and Senior Vice President, ACSC
9300 Ward Parkway Treasurer
Kansas City, MO 64111
------------------------------------------------------------------------------------------------------------------------------------

David C. Tucker (41) Vice President Senior Vice President and General Counsel, ACSC and ACIM
4500 Main St. (June 1998 to present)
Kansas City, MO 64111 General Counsel, ACC (June 1998 to present)
Consultant to mutual fund industry (May 1997 to April 1998)
Vice President and General Counsel, Janus Companies (1990 to 1997)
------------------------------------------------------------------------------------------------------------------------------------

Paul Carrigan, Jr. (50) Secretary Secretary, ACC (December 1998 to present)
4500 Main St. Director of Legal Operations, ACSC (February 1996 to present)
Kansas City, MO 64111 Board Communications Manager, The Benham Company
(April 1994 to January 1996)
------------------------------------------------------------------------------------------------------------------------------------

C. Jean Wade (35) Controller Controller-Fund Accounting, ACSC
9300 Ward Parkway
Kansas City, MO 64114
------------------------------------------------------------------------------------------------------------------------------------

Merele A. May (36) Controller Vice President, Controller-Fund Accounting, ACSC
9300 Ward Parkway
Kansas City, MO 64114
------------------------------------------------------------------------------------------------------------------------------------

Jon Zindel (32) Tax Officer Vice President and Director of Taxation, ACSC (1996 to present)
9300 Ward Parkway Vice President, ACIM (1999 to present)
Kansas City, MO 64114 Tax Manager, PricewaterhouseCoopers LLP (1989 to 1996)
------------------------------------------------------------------------------------------------------------------------------------

SERVICE PROVIDERS
The fund has no employees. To conduct the fund's day-to-day activities, the
fund has hired a number of service providers. Each service provider has a
specific function to fill on behalf of the fund and is described below.
ACIM and ACSC, are both wholly owned by ACC. James E. Stowers Jr., Chairman
of ACC, controls ACC by virtue of his ownership of a majority of its voting
stock.

INVESTMENT ADVISOR
A description of the responsibilities of the advisor appears in the
Prospectus under the heading "Management."
For the services provided to the fund, the advisor receives a monthly fee
based on a percentage of the average net assets of the fund as follows:

Fund Class Percentage of Net Assets
--------------------------------------------------------------------------------
Golconda Large-Cap Investor 1.35% of first $500 million
1.30% of first $500 million
1.25% over $1 billion
Institutional 1.15% of first $500 million
1.10% of first $500 million
1.05% over $1 billion
Advisor 1.10% of first $500 million
1.05% of first $500 million
1.00% over $1 billion

On the first business day of each month, the fund pays a management fee to
the advisor for the previous month at the specified rate. The fee for the
previous month is calculated by multiplying the applicable fee for the fund by
the aggregate average daily closing value of a fund's net assets during the
previous month. This number is then multiplied by a fraction, the numerator of
which is the number of days in the previous month and the denominator of which
is 365 (366 in leap years).
The management agreement shall continue in effect until the earlier of the
expiration of two years from the date of its execution or until the first
meeting of shareholders following such execution and for as long thereafter as
its continuance is specifically approved at least annually by (1) the fund's
Board of Directors, or by the vote of a majority of outstanding votes (as
defined in the Investment Company Act) and (2) the vote of a majority of the
directors of the fund who are not parties to the agreement or interested persons
of the advisor, cast in person at a meeting called for the purpose of voting on
such approval.
The management agreement provides that it may be terminated at any time
without payment of any penalty by the fund's Board of Directors, or by a vote of
a majority of outstanding votes, on 60 days' written notice to the advisor, and
that it shall be automatically terminated if it is assigned.
The management agreement provides that the advisor shall not be liable to the
fund or its shareholders for anything other than willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties.
The management agreement also provides that the advisor and its officers,
directors and employees may engage in other business, devote time and attention
to any other business whether of a similar or dissimilar nature, and render
services to others.
Certain investments may be appropriate for the fund and also for other
clients advised by the advisor. Investment decisions for the fund and other
clients are made with a view to achieving their respective investment objectives
after consideration of such factors as their current holdings, availability of
cash for investment and the size of their investment generally. A particular
security may be bought or sold for only one client or fund, or in different
amounts and at different times for more than one but less than all clients or
funds. In addition, purchases or sales of the same security may be made for two
or more clients or funds on the same date. Such transactions will be allocated
among clients in a manner believed by the advisor to be equitable to each. In
some cases this procedure could have an adverse effect on the price or amount of
the securities purchased or sold by a fund.
The advisor may aggregate purchase and sale orders of the fund with purchase
and sale orders of its other clients when the advisor believes that such
aggregation provides the best execution for the fund. The Board of Directors has
approved the policy of the advisor with respect to the aggregation of portfolio
transactions. Where portfolio transactions have been aggregated, the fund
participates at the average share price for all transactions in that security on
a given day and share transaction costs on a pro rata basis. The advisor will
not aggregate portfolio transactions of the fund unless it believes such
aggregation is consistent with its duty to seek best execution on behalf of the
fund and the terms of the management agreement. The advisor receives no
additional compensation or remuneration as a result of such aggregation.

TRANSFER AGENT AND ADMINISTRATOR
American Century Services Corporation, 4500 Main Street, Kansas City,
Missouri 64111, serves as transfer agent and dividend-paying agent for the fund.
It provides physical facilities, computer hardware and software and personnel,
for the day-to-day administration of the fund and of the advisor. The advisor
pays ACSC for such services.
From time to time, special services may be offered to shareholders who
maintain higher share balances in our family of funds. These services may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder transactions, newsletters and a team of personal representatives.
Any expenses associated with these special services will be paid by the advisor.
Pursuant to a Sub-Administration Agreement with the advisor, Funds
Distributor, Inc. (FDI) serves as the co-administrator for the fund. FDI is
responsible for (i) providing certain officers of the fund and (ii) reviewing
and filing marketing and sales literature on behalf of the fund. The fees and
expenses of FDI are paid by the advisor out of its unified fee.

DISTRIBUTOR
The fund's shares are distributed by FDI, a registered broker-dealer. The
distributor is a wholly owned indirect subsidiary of Boston Institutional Group,
Inc. The distributor's principal business address is 60 State Street, Suite
1300, Boston, Massachusetts 02109.
The distributor is the principal underwriter of the fund's shares. The
distributor makes a continuous, best-efforts underwriting of the fund's shares.
This means that the distributor has no liability for unsold shares.

OTHER SERVICE PROVIDERS
CUSTODIAN BANKS
Chase Manhattan Bank, 770 Broadway, 10th Floor, New York, New York
10003-9598, and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105,
each serves as custodian of the assets of the fund. The custodians take no part
in determining the investment policies of the fund or in deciding which
securities are purchased or sold by the fund. The fund, however, may invest in
certain obligations of the custodians and may purchase or sell certain
securities from or to the custodians.

INDEPENDENT AUDITOR
Deloitte & Touche LLP is the independent auditor of the fund. The address of
Deloitte & Touche LLP is 1010 Grand Boulevard, Kansas City, Missouri 64106. As
the independent auditor of the fund, Deloitte & Touche LLP provides services
including (1) audit of the annual financial statements for the fund, (2)
assistance and consultation in connection with SEC filings and (3) review of the
annual federal income tax return filed for the fund.

BROKERAGE ALLOCATION
Under the management agreement between the fund and the advisor, the advisor
has the responsibility of selecting brokers and dealers to execute portfolio
transactions. The fund's policy is to secure the most favorable prices and
execution of orders on its portfolio transactions. So long as that policy is
met, the advisor may take into consideration the factors discussed below when
selecting brokers.
The advisor receives statistical and other information and services,
including research, without cost from brokers and dealers. The advisor evaluates
such information and services, together with all other information that it may
have, in supervising and managing the investments of the fund. Because such
information and services may vary in amount, quality and reliability, their
influence in selecting brokers varies from none to very substantial. The advisor
proposes to continue to place some of the fund's brokerage business with one or
more brokers who provide information and services. Such information and services
will be in addition to and not in lieu of services required to be performed by
the advisor. The advisor does not utilize brokers that provide such information
and services for the purpose of reducing the expense of providing required
services to the fund.
The brokerage commissions paid by the fund may exceed those that another
broker might have charged for effecting the same transactions, because of the
value of the brokerage and research services provided by the broker. Research
services furnished by brokers through whom the fund effect securities
transactions may be used by the advisor in servicing all of its accounts, and
not all such services may be used by the advisor in managing the portfolios of
the fund.
The staff of the SEC has expressed the view that the best price and execution
of over-the-counter transactions in portfolio securities may be secured by
dealing directly with principal market makers, thereby avoiding the payment of
compensation to another broker. In certain situations, the officers of the fund
and the advisor believe that the facilities, expert personnel and technological
systems of a broker often enable the fund to secure as good a net price by
dealing with a broker instead of a principal market maker, even after payment of
the compensation to the broker. The fund regularly places its over-the-counter
transactions with principal market makers, but also may deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

INFORMATION ABOUT FUND SHARES
The fund is a series of shares issued by the corporation, and shares of the
fund have equal voting rights. In addition, each series (or fund) may be divided
into separate classes. See "Multiple Class Structure," which follows. Additional
fund and classes may be added without a shareholder vote.
The fund votes separately on matters affecting that fund exclusively. Voting
rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., the fund's) outstanding shares may be able to elect a Board
of Directors. The corporation undertakes dollar-based voting, meaning that the
number of votes a shareholder is entitled to is based upon the dollar amount of
the shareholder's investment. The election of directors is determined by the
votes received from all the corporation's shareholders without regard to whether
a majority of shares of any one fund voted in favor of a particular nominee or
all nominees as a group.
The assets belonging to each series or class of shares are held separately by
the custodian and the shares of each series or class represent a beneficial
interest in the principal, earnings and profit (or losses) of investments and
other assets held for each series or class. Your rights as a shareholder are the
same for all series or classes of securities unless otherwise stated. Within
their respective series or class, all shares have equal redemption rights. Each
share, when issued, is fully paid and non-assessable.
In the event of complete liquidation or dissolution of the fund, shareholders
of each series or class of shares shall be entitled to receive, pro rata, all of
the assets less the liabilities of that series or class.
Each shareholder has rights to dividends and distributions declared by the
fund he or she owns and to the net assets of such fund upon its liquidation or
dissolution proportionate to his or her share ownership interest in the fund.

MULTIPLE CLASS STRUCTURE
The corporation's Board of Directors has adopted a multiple class plan (the
Multiclass Plan) pursuant to Rule 18f-3 adopted by the SEC. Pursuant to such
plan, the fund may issue up to four classes of shares: an Investor Class, an
Institutional Class, a Service Class and an Advisor Class. Not all funds offer
all four classes.
The Investor Class is made available to investors directly without any load
or commission, for a single unified management fee. The Institutional, Service
and Advisor Classes are made available to institutional shareholders or through
financial intermediaries that do not require the same level of shareholder and
administrative services from the advisor as Investor Class shareholders. As a
result, the advisor is able to charge these classes a lower total management
fee. In addition to the management fee, however the Advisor Class shares are
subject to a Master Distribution and Shareholder Services Plan (described
beginning below). The plan has been adopted by the fund's Board of Directors and
initial shareholder in accordance with Rule 12b-1 adopted by the SEC under the
Investment Company Act.

RULE 12b-1
Rule 12b-1 permits an investment company to pay expenses associated with the
distribution of its shares in accordance with a plan adopted by the investment
company's Board of Directors and approved by its shareholders. Pursuant to such
rule, the Board of Directors and initial shareholder of the fund's Advisor Class
have approved and entered into a Master Distribution and Shareholder Services
Plan, with respect to the Advisor Class (the Plan). The Plan is described below.
In adopting the Plan, the Board of Directors (including a majority of
directors who are not interested persons of the fund [as defined in the
Investment Company Act], hereafter referred to as the independent directors)
determined that there was a reasonable likelihood that the Plan would benefit
the fund and the shareholders of the affected class. Pursuant to Rule 12b-1,
information with respect to revenues and expenses under the Plan is presented to
the Board of Directors quarterly for its consideration in connection with its
deliberations as to the continuance of the Plan. Continuance of the Plan must be
approved by the Board of Directors (including a majority of the independent
directors) annually. The Plan may be amended by a vote of the Board of Directors
(including a majority of the independent directors), except that the Plan may
not be amended to materially increase the amount to be spent for distribution
without majority approval of the shareholders of the affected class. The Plan
terminates automatically in the event of an assignment and may be terminated
upon a vote of a majority of the independent directors or by vote of a majority
of the outstanding voting securities of the affected class.
All fees paid under the Plan will be made in accordance with Section 26 of
the Rules of Fair Practice of the National Association of Securities Dealers
(NASD).

Master Distribution and Shareholder Services Plan
As described in the Prospectus, the fund's Advisor Class of shares also is
made available to participants in employer-sponsored retirement or savings plans
and to persons purchasing through financial intermediaries such as banks,
broker-dealers and insurance companies. The fund's distributor enters into
contracts with various banks, broker-dealers, insurance companies and other
financial intermediaries, with respect to the sale of the fund's shares and/or
the use of the fund's shares in various investment products or in connection
with various financial services.
Certain recordkeeping and administrative services that are provided by the
fund's transfer agent for the Investor Class shareholders may be performed by a
plan sponsor (or its agents) or by a financial intermediary for shareholders in
the Advisor Class. In addition to such services, the financial intermediaries
provide various distribution services.
To enable the fund's shares to be made available through such plans and
financial intermediaries, and to compensate them for such services, the fund's
advisor has reduced its management fee by 0.25% per annum with respect to the
Advisor Class shares and the fund's Board of Directors has adopted a Master
Distribution and Shareholder Services Plan. Pursuant to the Plan, the Advisor
Class shares pay a fee of 0.50% annually of the aggregate average daily assets
of the fund's Advisor Class shares, 0.25% of which is paid for shareholder
services (as described below) and 0.25% of which is paid for distribution
services.
Payments may be made for a variety of shareholder services, including, but
not limited to, (a) receiving, aggregating and processing purchase, exchange and
redemption requests from beneficial owners (including contract owners of
insurance products that utilize the fund as underlying investment media) of
shares and placing purchase, exchange and redemption orders with the fund's
distributor; (b) providing shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(c) processing dividend payments from a fund on behalf of shareholders and
assisting shareholders in changing dividend options, account designations and
addresses; (d) providing and maintaining elective services such as check writing
and wire transfer services; (e) acting as shareholder of record and nominee for
beneficial owners; (f) maintaining account records for shareholders and/or other
beneficial owners; (g) issuing confirmations of transactions; (h) providing
subaccounting with respect to shares beneficially owned by customers of third
parties or providing the information to a fund as necessary for such
subaccounting; (i) preparing and forwarding shareholder communications from the
fund (such as proxies, shareholder reports, annual and semiannual financial
statements and dividend, distribution and tax notices) to shareholders and/or
other beneficial owners; and (j) providing other similar administrative and
sub-transfer agency services. Shareholder services do not include those
activities and expenses that are primarily intended to result in the sale of
additional shares of the fund.
Distribution services include any activity undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares, which
services may include but are not limited to, (a) the payment of sales
commissions, ongoing commissions and other payments to brokers, dealers,
financial institutions or others who sell Advisor Class shares pursuant to
selling agreements; (b) compensation to registered representatives or other
employees of distributor who engage in or support distribution of the fund's
Advisor Class shares; (c) compensation to, and expenses (including overhead and
telephone expenses) of, distributor; (d) the printing of prospectuses,
statements of additional information and reports for other-than-existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising materials provided to the fund's shareholders and prospective
shareholders; (f) receiving and answering correspondence from prospective
shareholders, including distributing prospectuses, statements of additional
information, and shareholder reports; (g) the providing of facilities to answer
questions from prospective investors about fund shares; (h) complying with
federal and state securities laws pertaining to the sale of fund shares; (i)
assisting investors in completing application forms and selecting dividend and
other account options; (j) the providing of other reasonable assistance in
connection with the distribution of fund shares; (k) the organizing and
conducting of sales seminars and payments in the form of transactional and
compensation or promotional incentives; (l) profit on the foregoing; (m) the
payment of service fees for the provision of personal, continuing services to
investors, as contemplated by the Rules of Fair Practice of the NASD; and (n)
such other distribution and services activities as the advisor determines may be
paid for by the fund pursuant to the terms of this agreement and in accordance
with Rule 12b-1 of the Investment Company Act.

BUYING AND SELLING FUND SHARES
Information about buying, selling and exchanging fund shares is contained in
the fund's Prospectus and in Your Guide to American Century Services. The
Prospectus and guide are available to investors without charge and may be
obtained by calling us.

VALUATION OF A FUND'S SECURITIES
The fund's net asset value per share (NAV) is calculated as of the close of
business of the New York Stock Exchange (the Exchange), usually at 4 p.m.
Eastern time each day the Exchange is open for business. The Exchange typically
observes the following holidays: New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Although the fund expects the same holidays
to be observed in the future, the Exchange may modify its holiday schedule at
any time.
The fund's NAV is calculated by adding the value of all portfolio securities
and other assets, deducting liabilities and dividing the result by the number of
shares outstanding. Expenses and interest earned on portfolio securities are
accrued daily.
The portfolio securities of the fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges generally are valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices, or
at the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the Board of Directors.
Because there are hundreds of thousands of municipal issues outstanding, and
the majority of them do not trade daily, the prices provided by pricing services
for these types of securities are generally determined without regard to bid or
last sale prices. In valuing securities, the pricing services generally take
into account institutional trading activity, trading in similar groups of
securities, and any developments related to specific securities. The methods
used by the pricing service and the valuations so established are reviewed by
the advisor under the general supervision of the Board of Directors. There are a
number of pricing services available, and the advisor, on the basis of ongoing
evaluation of these services, may use other pricing services or discontinue the
use of any pricing service in whole or in part.
Securities maturing within 60 days of the valuation date may be valued at
cost, plus or minus any amortized discount or premium, unless the directors
determine that this would not result in fair valuation of a given security.
Other assets and securities for which quotations are not readily available are
valued in good faith at their fair value using methods approved by the Board of
Directors.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier. That value is then translated to dollars at the prevailing foreign
exchange rate.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the New York Stock Exchange is open. If an event
were to occur after the value of a security was established, but before the net
asset value per share was determined, that was likely to materially change the
net asset value, then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.
Trading of these securities in foreign markets may not take place on every
exchange business day. In addition, trading may take place in various foreign
markets on Saturdays or on other days when the exchange is not open and on which
the fund's net asset values are not calculated. Therefore, such calculations do
not take place contemporaneously with the determination of the prices of many of
the portfolio securities used in such calculation and the value of the fund's
portfolio may be affected on days when shares of the fund may not be purchased
or redeemed.

TAXES
FEDERAL INCOME TAX
The fund intends to qualify annually as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so
qualifying, a fund will be exempt from federal income taxes to the extent that
it distributes substantially all of its net investment income and net realized
capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated investment company, it will be liable for taxes, significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat distributions of the fund in the manner they were realized by the fund.
If fund shares are purchased through taxable accounts, distributions of net
investment income and net short-term capital gains are taxable to you as
ordinary income. The dividends from net income may qualify for the 70%
dividends-received deduction for corporations to the extent that the fund held
shares receiving the dividend for more than 45 days.
Distributions from gains on assets held longer than 12 months are taxable as
long-term gains regardless of the length of time you have held the shares.
However, you should note that any loss realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term capital loss
to the extent of any distributions of long-term capital gains to you with
respect to such shares.
Dividends and interest received by a fund on foreign securities may give rise
to withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. Foreign countries generally do not impose taxes on capital gains with
respect to investments by non-resident investors. The foreign taxes paid by a
fund will reduce its dividends.
If more than 50% of the value of a fund's total assets at the end of its
fiscal year consists of securities of foreign corporations, the fund may qualify
for and make an election with the Internal Revenue Service with respect to such
fiscal year so that fund shareholders may be able to claim a foreign tax credit
in lieu of a deduction for foreign income taxes paid by the fund. If such an
election is made, the foreign taxes paid by the fund will be treated as income
received by you. In order for you to utilize the foreign tax credit, you must
have held your shares for 16 days or more during the 30-day period, beginning 15
days prior to the ex-dividend date for the mutual fund shares. The mutual fund
must meet a similar holding period requirement with respect to foreign
securities to which a dividend is attributable. Any portion of the foreign tax
credit that is ineligible as a result of the fund not meeting the holding period
requirement will be deducted in computing net investment income.
If a fund purchases the securities of certain foreign investment fund or
trusts called passive foreign investment companies (PFIC), capital gains on the
sale of such holdings will be deemed to be ordinary income regardless of how
long the fund holds its investment. The fund also may be subject to corporate
income tax and an interest charge on certain dividends and capital gains earned
from these investments, regardless of whether such income and gains are
distributed to shareholders. In the alternative, the fund may elect to recognize
cumulative gains on such investments and distribute them to shareholders. Any
distribution attributable to a PFIC is characterized as ordinary income.
If you have not complied with certain provisions of the Internal Revenue Code
and Regulations, either American Century or your financial intermediary is
required by federal law to withhold and remit 31% of reportable payments (which
may include dividends, capital gains distributions and redemptions) to the IRS.
Those regulations require you to certify that the Social Security number or tax
identification number you provide is correct and that you are not subject to 31%
withholding for previous under-reporting to the IRS. You will be asked to make
the appropriate certification on your application. Payments reported by us that
omit your Social Security number or tax identification number will subject us to
a penalty of $50, which will be charged against your account if you fail to
provide the certification by the time the report is filed, and is not
refundable.
Redemption of shares of a fund (including redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders generally will recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. If a loss is
realized on the redemption of fund shares, the reinvestment in additional fund
shares within 30 days before or after the redemption may be subject to the "wash
sale" rules of the Code, resulting in a postponement of the recognition of such
loss for federal income tax purposes.

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

HOW FUND PERFORMANCE INFORMATION IS CALCULATED
The fund may quote performance in various ways. Fund performance may be shown
by presenting one or more performance measurements, including cumulative total
return, average annual total return or yield.
All performance information advertised by the fund is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.
Total returns quoted in advertising and sales literature reflect all aspects
of a fund's return, including the effect of reinvesting dividends and capital
gain distributions (if any) and any change in the fund's NAV during the period.
Average annual total returns are calculated by determining the growth or
decline in value of a hypothetical historical investment in a fund during a
stated period and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline in value
had been constant throughout the period. For example, a cumulative total return
of 100% over 10 years would produce an average annual return of 7.18%, which is
the steady annual rate that would equal 100% growth on a compounded basis in 10
years. While average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that the fund's performance is
not constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to actual year-to-year
performance.
In addition to average annual total returns, the fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period, including periods other than one, five and 10 years.
Average annual and cumulative total returns may be quoted as percentages or as
dollar amounts and may be calculated for a single investment, a series of
investments, or a series of redemptions over any time period. Total returns may
be broken down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of these
factors and their contributions to total return.
As a new fund, performance information for the fund is not available as of
the date of this Statement of Additional Information.

PERFORMANCE COMPARISONS
The fund's performance may be compared with the performance of other mutual
funds tracked by mutual fund rating services or with other indices of market
performance. This may include comparisons with funds that, unlike the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic data that may be used for such comparisons may include, but are not
limited to: U.S. Treasury bill, note and bond yields, money market fund yields,
U.S. government debt and percentage held by foreigners, the U.S. money supply,
net free reserves, and yields on current-coupon GNMAs (source: Board of
Governors of the Federal Reserve System); the federal funds and discount rates
(source: Federal Reserve Bank of New York); yield curves for U.S. Treasury
securities and AA/AAA-rated corporate securities (source: Bloomberg Financial
Markets); yield curves for AAA-rated, tax-free municipal securities (source:
Telerate); yield curves for foreign government securities (sources: Bloomberg
Financial Markets and Data Resources, Inc.); total returns on foreign bonds
(source: J.P. Morgan Securities Inc.); various U.S. and foreign government
reports; the junk bond market (source: Data Resources, Inc.); the CRB Futures
Index (source: Commodity Index Report); the price of gold (sources: London
a.m./p.m. fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper, Inc. or Morningstar, Inc.; mutual fund
rankings published in major, nationally distributed periodicals; data provided
by the Investment Company Institute; Ibbotson Associates, Stocks, Bonds, Bills,
and Inflation; major indices of stock market performance; and indices and
historical data supplied by major securities brokerage or investment advisory
firms. The fund also may utilize reprints from newspapers and magazines
furnished by third parties to illustrate historical performance or to provide
general information about the fund.

PERMISSIBLE ADVERTISING INFORMATION
From time to time, the fund may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for the fund; (5)
descriptions of investment strategies for the fund; (6) descriptions or
comparisons of various savings and investment products (including, but not
limited to, qualified retirement plans and individual stocks and bonds), which
may or may not include the fund; (7) comparisons of investment products
(including the fund) with relevant market or industry indices or other
appropriate benchmarks; (8) discussions of fund rankings or ratings by
recognized rating organizations; and (9) testimonials describing the experience
of persons who have invested in the fund. The fund also may include
calculations, such as hypothetical compounding examples, which describe
hypothetical investment results. Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any of
the funds.

MULTIPLE CLASS PERFORMANCE ADVERTISING
Pursuant to the Multiple Class Plan, the fund may issue additional classes of
existing funds or introduce new funds with multiple classes available for
purchase. To the extent a new class is added to an existing fund, the advisor
may, in compliance with SEC and NASD rules, regulations and guidelines, market
the new class of shares using the historical performance information of the
original class of shares. When quoting performance information for the new class
of shares for periods prior to the first full quarter after inception, the
original class' performance will be restated to reflect the expenses of the new
class, and for periods after the first full quarter after inception, actual
performance of the new class will be used.

More information about the fund is contained in these documents
Annual and Semiannual Reports
These contain more information about the fund's investments and the market
conditions and investment strategies that significantly affected the fund's
performance during the most recent fiscal period. The annual and semiannual
reports are incorporated by reference into this SAI. This means that these are
legally part of this SAI.
You can receive a free copy of the annual and semiannual reports, and ask
questions about the fund and your accounts, by contacting American Century at
the address or telephone numbers listed below.
If you own or are considering purchasing fund shares through
o an employer-sponsored retirement plan
o a bank
o a broker-dealer
o an insurance company
o another financial intermediary
you can receive the annual and semiannual reports directly from them.

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

o In person SEC Public Reference Room
Washington, D.C.
Call 1-800-SEC-0330 for location and hours.
o On the Internet www.sec.gov
o By mail SEC Public Reference Section
Washington, D.C.
20549-6009
(The SEC will charge a
fee for copying the
documents.)

Investment Company Act File No. 811-0816

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

SH-PRS-xxxxx 9911

PART C. OTHER INFORMATION.

ITEM 23. Exhibits (all exhibits not filed herewith are being incorporated
herein by reference)

(a) (1) Articles of Incorporation of Twentieth Century Investors, Inc.,
dated June 26, 1990 (filed electronically as Exhibit b1a to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(2) Articles of Amendment of Twentieth Century Investors, Inc., dated
November 19, 1990 (filed electronically as Exhibit b1b to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(3) Articles of Merger of Twentieth Century Investors, Inc., a
Maryland corporation and Twentieth Century Investors, Inc., a
Delaware corporation, dated February 22, 1991 (filed
electronically as Exhibit b1c to Post-Effective Amendment No. 73
on Form N-1A on February 29, 1996).

(4) Articles of Amendment of Twentieth Century Investors, Inc., dated
August 10, 1993 (filed electronically as Exhibit b1d to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(5) Articles Supplementary of Twentieth Century Investors, Inc.,
dated September 3, 1993 (filed electronically as Exhibit b1e to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(6) Articles Supplementary of Twentieth Century Investors, Inc.,
dated April 24, 1995 (filed electronically as Exhibit b1f to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(7) Articles Supplementary of Twentieth Century Investors, Inc.,
dated October 11, 1995 (filed electronically as Exhibit b1g to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(8) Articles Supplementary of Twentieth Century Investors, Inc.,
dated January 22, 1996 (filed electronically as Exhibit b1h to
Post-Effective Amendment No. 73 on Form N-1A on February 29,
1996).

(9) Articles Supplementary of Twentieth Century Investors, Inc.,
dated March 11, 1996 (filed electronically as Exhibit b1i to
Post-Effective Amendment No. 75 on Form N-1A on June 14, 1996).

(10) Articles Supplementary of Twentieth Century Investors, Inc. dated
September 9, 1996 (filed electronically as Exhibit a10 to
Post-Effective Amendment No. 85 on Form N-1A on September 1,
1999).

(11) Articles of Amendment of Twentieth Century Investors, Inc., dated
December 2, 1996 (filed electronically as Exhibit b1j to
Post-Effective Amendment No. 76 on Form N-1A on February 28,
1997).

(12) Articles Supplementary of American Century Mutual Funds, Inc.,
dated December 2, 1996 (filed electronically as Exhibit b1k to
Post-Effective Amendment No. 76 on Form N-1A on February 28,
1997).

(13) Articles Supplementary of American Century Mutual Funds, Inc.,
dated July 28, 1997 (filed electronically as Exhibit b1l to
Post-Effective Amendment No. 78 on Form N-1A on February 26,
1998).

(14) Articles Supplementary of American Century Mutual Funds, Inc.,
dated November 28, 1997 (filed electronically as Exhibit a13 to
Post-Effective Amendment No. 83 on Form N-1A on February 26,
1999).

(15) Certificate of Correction to Articles Supplementary of American
Century Mutual Funds, Inc., dated December 18, 1997 (filed
electronically as Exhibit a14 to Post-Effective Amendment No. 83
on Form N-1A on February 26, 1999).

(16) Articles Supplementary of American Century Mutual Funds, Inc.,
dated December 18, 1997 (filed electronically as Exhibit b1m to
Post-Effective Amendment No. 78 on Form N-1A on February 26,
1998).

(17) Articles Supplementary of American Century Mutual Funds, Inc.,
dated January 25, 1999 (filed electronically as Exhibit a16 to
Post-Effective Amendment No. 83 on Form N-1A on February 26,
1999).

(18) Articles Supplementary of American Century Mutual Funds, Inc.,
dated February 16, 1999 (filed electronically as Exhibit a17 to
Post-Effective Amendment No. 83 on Form N-1A on February 26,
1999).

(19) Articles Supplementary of American Century Mutual Funds, Inc. is
included herein.

(b) (1) By-laws of Twentieth Century Investors, Inc. (filed
electronically as Exhibit b2 to Post-Effective Amendment No. 73
on Form N-1A on February 29, 1996).

(2) Amendment to Bylaws of American Century Mutual Funds, Inc. (filed
electronically as Exhibit b2b to Post-Effective Amendment No. 9
on Form N-1A of American Century Capital Portfolios, Inc., File
No. 33-64872, on February 17, 1998).

(c) Registrant hereby incorporates by reference, as though set forth fully
herein, Article Fifth, Article Seventh, and Article Eighth, of
Registrants Articles of Incorporation, appearing as Exhibit (a)(1) to
Post-Effective Amendment No. 76 on Form N-1A of the Registrant, and
Article Fifth of Registrants Articles of Amendment, appearing as
Exhibit (a)(4) to Post-Effective Amendment No. 76 to the Registration
Statement on February 28, 1997; and Sections 3, 4, 5, 6, 7, 8, 9, 10,
11, 22, 24, 25, 30, 31, 33, 39, 45 and 46 of Registrants By-Laws
appearing as Exhibit (b)(1) to Post-Effective Amendment No. 73 on Form
N-1A, and Sections 25, 30 & 31 of Registrants By-Laws appearing as
Exhibit (b)(2) to Post-Effective Amendment No. 9 on Form N-1A of
American Century Capital Portfolios, Inc., Commission No. 33-64872.

(d) (1) Management Agreement between American Century Mutual Funds, Inc.
and American Century Investment Management, Inc. dated August 1,
1997 (filed electronically as Exhibit b5 to Post-Effective
Amendment No. 78 on Form N-1A on February 26, 1998).

(2) Addendum to Management Agreement between American Century Mutual
Funds, Inc. and American Century Investment Management, Inc.,
dated February 16, 1999 (filed electronically as Exhibit d2 to
Post-Effective Amendment No. 83 on Form N-1A on February 26,
1999).

(3) Addendum to Management Agreement between American Century Mutual
Funds, Inc. and American Century Investment Management, Inc. is
included herein.

(e) (1) Distribution Agreement between American Century Mutual Funds,
Inc. and Funds Distributor, Inc. dated January 15, 1998 (filed
electronically as Exhibit b6 to Post-Effective Amendment No. 28
on Form N-1A of American Century Target Maturities Trust, File
No. 2-94608, on January 30, 1998).

(2) Amendment No. 1 to the Distribution Agreement between American
Century Mutual Funds, Inc. and Funds Distributor, Inc. dated June
1, 1998 (filed electronically as Exhibit b6b to Post-Effective
Amendment No. 11 to the Registration Statement of American
Century Capital Portfolios, Inc., File No. 33-64872, on June 26,
1998).

(3) Amendment No. 2 to the Distribution Agreement between American
Century Mutual Funds, Inc. and Funds Distributor, Inc. dated
December 1, 1998 (filed electronically as Exhibit b6c to
Post-Effective Amendment No. 12 to the Registration Statement of
American Century World Mutual Funds, Inc., File No. 33-39242, on
November 13, 1998).

(4) Amendment No. 3 to the Distribution Agreement between American
Century Mutual Funds, Inc. and Funds Distributor, Inc. dated
January 29, 1999 (filed electronically as Exhibit e4 to
Post-Effective Amendment No. 24 to the Registration Statement of
American Century Variable Portfolios, Inc., File No. 33-14567, on
January 15, 1999).

(5) Amendment No. 4 to the Distribution Agreement between American
Century Mutual Funds, Inc. and Funds Distributor, Inc. dated July
30, 1999 (filed electronically as Exhibit e5 to Post-Effective
Amendment No. 16 to the Registration Statement of American
Century Capital Portfolios, Inc., File No. 33-64872, on July 29,
1999).

(6) Amendment No. 5 to the Distribution Agreement between American
Century Mutual Funds, Inc. and Funds Distributor, Inc. is
included herein.

(f) Not Applicable.

(g) (1) Global Custody Agreement between The Chase Manhattan Bank and the
Twentieth Century and Benham Funds, dated August 9, 1996 (filed
electronically as Exhibit 8 to Post-Effective Amendment No. 31 on
Form N-1A of American Century Government Income Trust, File No.
2-99222, on February 7, 1997).

(2) Master Agreement by and between Commerce Bank, N.A. and Twentieth
Century Services, Inc. dated January 22, 1997 (filed
electronically as Exhibit 8e to Post-Effective Amendment No. 76
on Form N-1A on February 28, 1997).

(h) (1) Transfer Agency Agreement between Twentieth Century Investors,
Inc. and Twentieth Century Services, Inc. dated March 1, 1991
(filed electronically as Exhibit 9 to Post-Effective Amendment
No. 76 on Form N-1A on February 28, 1997).

(2) Credit Agreement between American Century Funds and The Chase
Manhattan Bank, as Administrative Agent dated as of December 18,
1998 (filed electronically as Exhibit h2 to Post-Effective
Amendment No. 37 to the Registration Statement of American
Century Government Income Trust on May 7, 1999, File No.
2-99222).

(i) Opinion and Consent of Counsel (filed electronically as Exhibit i to
Post-Effective Amendment No. 85 on form N-1A on September 1, 1999).

(j) Power of Attorney dated February 19, 1999 (filed electronically as
Exhibit j2 to Post-Effective Amendment No. 83 on Form N-1A on February
26, 1999).

(k) Not applicable.

(l) Not applicable.

(m) (1) Master Distribution and Shareholder Services Plan of Twentieth
Century Capital Portfolios, Inc., Twentieth Century Investors,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. (Advisor Class) dated
September 3, 1996 (filed electronically as Exhibit b15a to
Post-Effective Amendment No. 9 on Form N-1A of American Century
Capital Portfolios, Inc., File No. 33-64872, on February 17,
1998).

(2) Amendment No. 1 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated June 13, 1997 (filed electronically as
Exhibit b15d to Post-Effective Amendment No. 77 on Form N-1A on
July 17, 1997).

(3) Amendment No. 2 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated September 30, 1997 (filed electronically as
Exhibit b15c to Post-Effective Amendment No. 78 on Form N-1A on
February 26, 1998).

(4) Amendment No. 3 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated June 30, 1998 (filed electronically as
Exhibit b15e to Post-Effective Amendment No. 11 on Form N-1A of
American Century Capital Portfolios, Inc., File No. 33-64872, on
June 26, 1998).

(5) Amendment No. 4 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated November 13, 1998 (filed electronically as
Exhibit b15e to Post-Effective Amendment No. 12 on Form N-1A of
American Century World Mutual Funds, Inc., File No. 33-39242, on
November 13, 1998).

(6) Amendment No. 5 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated February 16, 1999 (filed electronically as
Exhibit m6 to Post-Effective Amendment No. 83 on Form N-1A on
February 26, 1999).

(7) Amendment No. 6 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated July 30, 1999 (filed electronically as
Exhibit m7 to Post-Effective Amendment No. 16 on Form N-1A of
American Century Capital Portfolios, Inc., File No. 33-64872, on
July 29, 1999).

(8) Amendment No. 7 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) is included herein.

(9) Shareholder Services Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc., Twentieth
Century Strategic Asset Allocations, Inc. and Twentieth Century
World Investors, Inc. (Service Class) dated September 3, 1996
(filed electronically as Exhibit b15b to Post-Effective Amendment
No. 9 on Form N-1A of American Century Capital Portfolios, Inc.,
File No. 33-64872, on February 17, 1998).

(n) Not applicable.

(o) (1) Multiple Class Plan of Twentieth Century Capital Portfolios,
Inc., Twentieth Century Investors, Inc., Twentieth Century
Strategic Asset Allocations, Inc. and Twentieth Century World
Investors, Inc. dated September 3, 1996 (filed electronically as
Exhibit b18b to Post-Effective Amendment 9 on Form N-1A of
American Century Capital Portfolios, Inc., File No. 33-64872, on
February 17, 1998).

(2) Amendment No. 1 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated June 13, 1997 (filed
electronically as Exhibit b18b to Post-Effective Amendment No. 77
on Form N-1A on July 17, 1997).

(3) Amendment No. 2 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated September 30, 1997 (filed
electronically as Exhibit b18c to Post-Effective Amendment No. 78
on Form N-1A on February 26, 1998).

(4) Amendment No. 3 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated June 30, 1998 (filed
electronically as Exhibit b18d to Post-Effective Amendment No. 11
on Form N-1A of American Century Capital Portfolios, Inc., File
No. 33-64872, on June 26, 1998).

(5) Amendment No. 4 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated November 13, 1998 (filed
electronically as Exhibit b18e to Post-Effective Amendment No. 12
on Form N-1A of American Century World Mutual Funds, Inc., File
No. 33-39242, on November 13, 1998).

(6) Amendment No. 5 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated January 29, 1999 (filed
electronically as Exhibit b18f to Post-Effective Amendment No. 14
on Form N-1A of American Century Capital Portfolios, Inc., File
No. 33-64872, on December 29, 1998).

(7) Amendment No. 6 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated July 30, 1999 (filed
electronically as Exhibit o7 to Post-Effective Amendment No. 16
on Form N-1A of American Century Capital Portfolios, Inc., File
No. 33-64872, on July 29, 1999).

(8) Amendment No. 7 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. is included herein.

ITEM 24. Persons Controlled by or Under Common Control with Registrant.

Not Applicable.

ITEM 25. Indemnification.

The Corporation is a Maryland corporation. Section 2-418 of the General
Corporation Law of Maryland allows a Maryland corporation to indemnify its
directors, officers, employees and agents to the extent provided in such
statute.

Article Eighth of the Articles of Incorporation requires the
indemnification of the corporation's directors and officers to the extent
permitted by the General Corporation Law of Maryland, the Investment
Company Act and all other applicable laws.

The registrant has purchased an insurance policy insuring its officers and
directors against certain liabilities which such officers and directors may
incur while acting in such capacities and providing reimbursement to the
registrant for sums which it may be permitted or required to pay to its
officers and directors by way of indemnification against such liabilities,
subject in either case to clauses respecting deductibility and
participation.

ITEM 26. Business and Other Connections of Investment Advisor.

None.

ITEM 27. Principal Underwriters.

(a) Funds Distributor, Inc. (the "Distributor") acts as principal underwriter
for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Global Funds, Inc.
Dresdner RCM Investment Funds, Inc.
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick Investment Trust
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
SoGen Funds, Inc.
SoGen Variable Funds, Inc.
St. Clair Funds, Inc.
TD Waterhouse Trust
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

The Distributor is registered with the Securities and Exchange Commission
as a broker-dealer and is a member of the National Association of Securities
Dealers. The Distributor is located at 60 State Street, Suite 1300, Boston,
Massachusetts 02109. The Distributor is an indirect wholly-owned subsidiary of
Boston Institutional Group, Inc., a holding company all of whose outstanding
shares are owned by key employees.

(b) The following is a list of the executive officers, directors and partners of
the Distributor:

Name and Principal Business Address* Positions and Offices with Positions and Offices with
Underwriter Registrant

Marie E. Connolly Director, President and Chief none
Executive Officer

George A. Rio Executive Vice President President, Principal Executive
and Principal Financial Officer

Donald R. Roberson Executive Vice President none

William S. Nichols Executive Vice President none

Margaret W. Chambers Senior Vice President, General None
Counsel, Chief Compliance
Officer, Secretary and Clerk

Joseph F. Tower, III Director, Senior Vice President, None
Treasurer and Chief Financial
Officer

Paula R. David Senior Vice President None

Gary S. MacDonald Senior Vice President None

Judith K. Benson Senior Vice President None

William J. Nutt Chairman and Director None
--------------------

* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109

ITEM 28. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in
the possession of American Century Mutual Funds, Inc., American Century
Services Corporation and American Century Investment Management, Inc., all
located at American Century Tower, 4500 Main Street, Kansas City, Missouri
64111.

ITEM 29. Management Services

Not Applicable.

ITEM 30. Undertakings.

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment No. 87 to its
Registration Statement pursuant to Rule 485(b) promulgated under the Securities
Act of 1933, and has duly caused this Post-Effective Amendment No. 87 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Kansas City, State of Missouri on the 26th day of November, 1999.

American Century Mutual Funds, Inc.
(Registrant)

By: /*/George A. Rio
George A. Rio
President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 87 has been signed below by the following persons
in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

*George A. Rio President, Principal Executive November 26, 1999
George A. Rio and Principal Financial Officer

*Maryanne Roepke Vice President and Treasurer November 26, 1999
Maryanne Roepke

*James E. Stowers, Jr. Chairman of the Board and November 26, 1999
James E. Stowers, Jr. Director

*James E. Stowers III Director November 26, 1999
James E. Stowers III

*Thomas A. Brown Director November 26, 1999
Thomas A. Brown

*Robert W. Doering, M.D. Director November 26, 1999
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director November 26, 1999
Andrea C. Hall, Ph.D.

*Donald H. Pratt Director November 26, 1999
Donald H. Pratt

*Lloyd T. Silver, Jr. Director November 26, 1999
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director November 26, 1999
M. Jeannine Strandjord

*D. D. (Del) Hock Director November 26, 1999
D. D. (Del) Hock

*By /s/Charles A. Etherington
Charles A. Etherington

Attorney-in-Fact



                                  EXHIBIT INDEX


EXHIBIT      DESCRIPTION OF DOCUMENT
NUMBER

EX-99.a1     Articles of Incorporation  of Twentieth  Century  Investors,  Inc.,
             dated  June  26,  1990  (filed  as  Exhibit  b1a of  Post-Effective
             Amendment No. 73 to the Registration  Statement on Form N-1A of the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a2     Articles of Amendment of Twentieth Century  Investors,  Inc., dated
             November 19, 1990 (filed as Exhibit b1b of Post-Effective Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a3     Articles of Merger of Twentieth Century Investors, Inc., a Maryland
             corporation  and  Twentieth  Century  Investors,  Inc.,  a Delaware
             corporation,  dated  February  22,  1991  (filed as Exhibit  b1c of
             Post-Effective  Amendment No. 73 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             29, 1996, and incorporated herein by reference).

EX-99.a4     Articles of Amendment of Twentieth Century  Investors,  Inc., dated
             August 10, 1993 (filed as Exhibit b1d of  Post-Effective  Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a5     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             September 3, 1993 (filed as Exhibit b1e of Post-Effective Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a6     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             April 28, 1995 (filed as Exhibit  b1f of  Post-Effective  Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a7     Articles  Supplementary  of  Twentieth  Century  Investors,   dated
             October 11, 1995 (filed as Exhibit b1g of Post-Effective  Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a8     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             January 22, 1996 (filed as Exhibit b1h of Post-Effective  Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  29,  1996,  and
             incorporated herein by reference).

EX-99.a9     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             March 11, 1996 (filed as Exhibit  b1i of  Post-Effective  Amendment
             No.  75  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,   File  No.  2-14213,  filed  on  June  14,  1996,  and
             incorporated herein by reference).

EX-99.a10    Articles  Supplementary of Twentieth Century Investors,  Inc. dated
             September 9, 1996 (filed as Exhibit a10 of Post-Effective Amendment
             No.  85  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on  September  1, 1999,  and
             incorporated herein by reference).

EX-99.a11    Articles of Amendment of Twentieth  Century  Investors,  Inc. dated
             December 2, 1996 (filed as Exhibit b1j of Post-Effective  Amendment
             No.  76  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  28,  1997,  and
             incorporated herein by reference).

EX-99.a12    Articles Supplementary of American Century Mutual Funds, Inc. dated
             December 2, 1996 (filed as Exhibit b1k of Post-Effective  Amendment
             No.  76  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  28,  1997,  and
             incorporated herein by reference).

EX-99.a13    Articles Supplementary of American Century Mutual Funds, Inc. dated
             July 28, 1997 (filed as Exhibit b1l of Post-Effective Amendment No.
             78 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  26, 1998,  and  incorporated
             herein by reference).

EX-99.a14    Articles Supplementary of American Century Mutual Funds, Inc. dated
             November 28, 1997 (filed as Exhibit a13 of Post-Effective Amendment
             No.  83  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  26,  1999,  and
             incorporated herein by reference).

EX-99.a15    Certificate  of  Correction to Articles  Supplementary  of American
             Century  Mutual  Funds,  Inc.  dated  December  18,  1997 (filed as
             Exhibit a14 of Post-Effective  Amendment No. 83 to the Registration
             Statement on Form N-1A of the Registrant,  File No. 2-14213,  filed
             on February 26, 1999, and incorporated herein by reference).

EX-99.a16    Articles Supplementary of American Century Mutual Funds, Inc. dated
             December 18, 1997 (filed as Exhibit b1m of Post-Effective Amendment
             No.  78  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  (filed on February 26,  1998,  and
             incorporated herein by reference).

EX-99.a17    Articles Supplementary of American Century Mutual Funds, Inc. dated
             January 25, 1999 (filed as Exhibit a16 of Post-Effective  Amendment
             No.  83  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  26,  1999,  and
             incorporated herein by reference).

EX-99.a18    Articles Supplementary of American Century Mutual Funds, Inc. dated
             February 16, 1999 (filed as Exhibit a17 of Post-Effective Amendment
             No.  83  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  26,  1999,  and
             incorporated herein by reference).

EX-99.a19    Articles  Supplementary of American  Century Mutual Funds,  Inc. is
             included herein.

EX-99.b1     Bylaws of Twentieth Century Investors, Inc. (filed as Exhibit b2 of
             Post-Effective  Amendment No. 73 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             29, 1996, and incorporated herein by reference).

EX-99.b2     Amendment of Bylaws of American  Century Mutual Funds,  Inc. (filed
             as  Exhibit  b2b  of   Post-Effective   Amendment   No.  9  to  the
             Registration  Statement  on Form N-1A of American  Century  Capital
             Portfolios,  Inc., File No.  33-64872,  filed on February 17, 1998,
             and incorporated herein by reference).

EX-99.d1     Management  Agreement  between American Century Mutual Funds,  Inc.
             and American Century  Investment  Management,  Inc. dated August 1,
             1997 (filed as Exhibit b5 of Post-Effective Amendment No. 78 to the
             Registration  Statement  on Form N-1A of the  Registrant,  File No.
             2-14213,  filed on February 26, 1998,  and  incorporated  herein by
             reference).

EX-99.d2     Addendum to Management  Agreement  between  American Century Mutual
             Funds, Inc. and American Century Investment Management,  Inc. dated
             February 16, 1999 (filed as Exhibit d2 of Post-Effective  Amendment
             No.  83  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  File No.  2-14213,  filed on February  26,  1999,  and
             incorporated herein by reference).

EX-99.d3     Addendum to Management  Agreement  between  American Century Mutual
             Funds,  Inc. and American Century  Investment  Management,  Inc. is
             included herein.

EX-99.e1     Distribution  Agreement between American Century Mutual Funds, Inc.
             and Funds Distributor,  dated January 15, 1998 (filed as Exhibit b6
             of Post-Effective Amendment No. 30 to the Registration Statement on
             Form N-1A of American  Century Target  Maturities  Trust,  File No.
             2-94608,  filed on January 30,  1998,  and  incorporated  herein by
             reference).

EX-99.e2     Amendment  No. 1 to the  Distribution  Agreement  between  American
             Century Mutual Funds, Inc. and Funds  Distributor,  Inc. dated June
             1, 1998 (filed as Exhibit b6b of Post-Effective Amendment No. 11 to
             the Registration Statement on Form N-1A of American Century Capital
             Portfolios,  Inc., File No.  33-64872,  filed on June 26, 1998, and
             incorporated herein by reference).

EX-99.e3     Amendment  No. 2 to the  Distribution  Agreement  between  American
             Century  Mutual  Funds,  Inc.  and Funds  Distributor,  Inc.  dated
             December 1, 1998 (filed as Exhibit b6c of Post-Effective  Amendment
             No.  12 to the  Registration  Statement  on Form  N-1A of  American
             Century  World Mutual  Funds,  Inc.,  File No.  33-39242,  filed on
             November 13, 1998, and incorporated herein by reference).

EX-99.e4     Amendment  No. 3 to the  Distribution  Agreement  between  American
             Century  Mutual  Funds,  Inc.  and Funds  Distributor,  Inc.  dated
             January 29, 1999 (filed as Exhibit e4 of  Post-Effective  Amendment
             No.  24 to the  Registration  Statement  on Form  N-1A of  American
             Century  Variable  Portfolios,  Inc., File No.  33-14567,  filed on
             January 15, 1999, and incorporated herein by reference).

EX-99.e5     Amendment  No. 4 to the  Distribution  Agreement  between  American
             Century Mutual Funds, Inc. and Funds  Distributor,  Inc. dated July
             30, 1999 (filed as Exhibit e5 of Post-Effective Amendment No. 16 to
             the Registration Statement on Form N-1A of American Century Capital
             Portfolios,  Inc., File No.  33-64872,  filed on July 29, 1999, and
             incorporated herein by reference).

EX-99.e6     Amendment  No. 5 to the  Distribution  Agreement  between  American
             Century Mutual Funds, Inc. and Funds Distributor,  Inc. is included
             herein.

EX-99.g1     Global Custody  Agreement  between The Chase Manhattan Bank and the
             Twentieth Century and Benham funds,  dated August 9, 1996 (filed as
             Exhibit 8 of  Post-Effective  Amendment No. 31 to the  Registration
             Statement on Form N-1A of American Century Government Income Trust,
             File No.  2-99222,  filed on  February  7, 1997,  and  incorporated
             herein by reference).

EX-99.g2     Master Agreement  between Commerce Bank, N.A. and Twentieth Century
             Services,  Inc.  dated  January  22,  1997  (filed as Exhibit 8e of
             Post-Effective  Amendment No. 76 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             28, 1997, and incorporated herein by reference).

EX-99.h1     Transfer Agency Agreement dated as of March 1, 1991, by and between
             Twentieth Century  Investors,  Inc. and Twentieth Century Services,
             Inc. (filed as Exhibit 9 of Post-Effective  Amendment No. 76 to the
             Registration  Statement  on Form N-1A of the  Registrant,  File No.
             2-14213,  filed on February 28, 1997,  and  incorporated  herein by
             reference).

EX-99.h2     Credit  Agreement  between  American  Century  Funds  and The Chase
             Manhattan  Bank, as  Administrative  Agent dated as of December 18,
             1998  (filed   electronically   as  Exhibit  h2  to  Post-Effective
             Amendment  No.  37 to the  Registration  Statement  on Form N-1A of
             American Century  Government Income Trust, File No. 2-99222,  filed
             on May 7, 1999, and incorporated herein by reference).

EX-99.i      Opinion and Consent of Counsel (filed electronically as Exhibit i
             to Post-Effective Amendment No. 85 to the Registration Statement on
             Form N-1A of the Registrant, File No. 2-14213, filed on September
             1, 1999, and incorporated herein by reference).

EX-99.j      Power of Attorney  dated  February 19, 1999 (filed as Exhibit j2 of
             Post-Effective  Amendment No. 83 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             26, 1999, and incorporated herein by reference).

EX-99.m1     Master  Distribution  and  Shareholder  Services  Plan of Twentieth
             Century Capital  Portfolios,  Inc.,  Twentieth  Century  Investors,
             Inc.,  Twentieth  Century  Strategic  Asset  Allocations,  Inc. and
             Twentieth  Century  World  Investors,  Inc.  (Advisor  Class) dated
             September  3,  1996  (filed  as  Exhibit  b15a  of   Post-Effective
             Amendment  No.  9 to the  Registration  Statement  on Form  N-1A of
             American Century Capital Portfolios, Inc., File No. 33-64872, filed
             on February 17, 1998, and incorporated herein by reference).

EX-99.m2     Amendment No. 1 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  June 13,  1997  (filed  as  Exhibit  b15d of  Post-Effective
             Amendment No. 77 to the Registration  Statement on Form N-1A of the
             Registrant,   File  No.  2-14213,  filed  on  July  17,  1997,  and
             incorporated herein by reference).

EX-99.m3     Amendment No. 2 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  September 30, 1997 (filed as Exhibit b15c of  Post-Effective
             Amendment No. 78 to the Registration  Statement on Form N-1A of the
             Registrant,  File No.  2-14213,  filed on February  26,  1998,  and
             incorporated herein by reference).

EX-99.m4     Amendment No. 3 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  June 30,  1998  (filed  as  Exhibit  b15e of  Post-Effective
             Amendment  No.  11 to the  Registration  Statement  on Form N-1A of
             American Century Capital Portfolios, Inc., File No. 33-64872, filed
             on June 26, 1998, and incorporated herein by reference).

EX-99.m5     Amendment No. 4 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  November 13, 1998 (filed as Exhibit  b15e of  Post-Effective
             Amendment  No.  12 to the  Registration  Statement  on Form N-1A of
             American Century World Mutual Funds, Inc., File No. 33-39242, filed
             on November 13, 1998, and incorporated herein by reference).

EX-99.m6     Amendment No. 5 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  February  16,  1999  (filed as Exhibit m6 of  Post-Effective
             Amendment No. 83 to the Registration  Statement on Form N-1A of the
             Registrant,  File No.  2-14213,  filed on February  26,  1999,  and
             incorporated herein by reference).

EX-99.m7     Amendment No. 6 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  July  30,  1999  (filed  electronically  as  Exhibit  m7  to
             Post-Effective  Amendment  No. 16 on Form N-1A of American  Century
             Capital Portfolios,  Inc., File No. 33-64872, on July 29, 1999, and
             incorporated herein by reference).

EX-99.m8     Amendment No. 7 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             is included herein.

EX-99.m9     Shareholder  Services Plan of Twentieth Century Capital Portfolios,
             Inc.,   Twentieth  Century  Investors,   Inc.,   Twentieth  Century
             Strategic  Asset  Allocations,  Inc. and  Twentieth  Century  World
             Investors,  Inc.  (Service Class) dated September 3, 1996 (filed as
             Exhibit b15b of Post-Effective  Amendment No. 9 to the Registration
             Statement  on Form N-1A of  American  Century  Capital  Portfolios,
             Inc.,  File  No.   33-64872,   filed  on  February  17,  1998,  and
             incorporated herein by reference).

EX-99.o1     Multiple Class Plan of Twentieth Century Capital Portfolios,  Inc.,
             Twentieth  Century  Investors,  Inc.,  Twentieth  Century Strategic
             Asset Allocations, Inc. and Twentieth Century World Investors, Inc.
             dated  September 3, 1996 (filed as Exhibit  b18b of  Post-Effective
             Amendment  No.  9 to the  Registration  Statement  on Form  N-1A of
             American Century Capital Portfolios, Inc., File No. 33-64872, filed
             on February 17, 1998, and incorporated herein by reference).

EX-99.o2     Amendment No. 1 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. dated June 13, 1997 (filed as Exhibit b18b
             of Post-Effective Amendment No. 77 to the Registration Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on July 17,
             1997, and incorporated herein by reference).

EX-99.o3     Amendment No. 2 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. dated September 30, 1997 (filed as Exhibit
             b18c  of  Post-Effective  Amendment  No.  78  to  the  Registration
             Statement on Form N-1A of the Registrant,  File No. 2-14213,  filed
             on February 26, 1998, and incorporated herein by reference).

EX-99.o4     Amendment No. 3 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. dated June 30, 1998 (filed as Exhibit b18d
             of Post-Effective Amendment No. 11 to the Registration Statement on
             Form N-1A of American  Century Capital  Portfolios,  Inc., File No.
             33-64872,  filed on June  26,  1998,  and  incorporated  herein  by
             reference).

EX-99.o5     Amendment No. 4 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds,  Inc. dated November 13, 1998 (filed as Exhibit
             b18e  of  Post-Effective  Amendment  No.  12  to  the  Registration
             Statement  on Form N-1A of American  Century  World  Mutual  Funds,
             Inc.,  File  No.   33-39242,   filed  on  November  13,  1998,  and
             incorporated herein by reference).

EX-99.o6     Amendment No. 5 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds,  Inc.  dated January 29, 1999 (filed as Exhibit
             b18f  of  Post-Effective  Amendment  No.  14  to  the  Registration
             Statement on Form N-1A of the Registrant,  File No. 33-64872, filed
             on December 29, 1998, and incorporated herein by reference).

EX-99.o7     Amendment No. 6 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. dated July 30, 1999 (filed  electronically
             as  Exhibit  o7  to   Post-Effective   Amendment   No.  16  to  the
             Registration  Statement  on Form N-1A of American  Century  Capital
             Portfolios,  Inc.,  File  No.  33-64872,  on  July  29,  1999,  and
             incorporated herein by reference).

EX-99.o8     Amendment No. 7 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century

             World Mutual Funds, Inc. is included herein.

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

                             ARTICLES SUPPLEMENTARY

         AMERICAN CENTURY MUTUAL FUNDS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

         FIRST: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

         SECOND: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Section 2-605(a)(4) of the Maryland General
Corporation Law, the Board of Directors of the Corporation has authorized the
renaming of the duly established and allocated series of the Corporation's stock
as follows:




New Series Name                                 Prior Series Name
--------------------------------------------------------------------------------
Veedot Fund                                     Golconda All-Cap Fund
Veedot Large-Cap Fund                           Golconda Large-Cap Fund


The name changes shall be effective on November 30, 1999.


         THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or Class or any unissued
shares that have not been allocated to a Series or Class, and to fix or alter
all terms thereof, to the full extent provided by the Articles of Incorporation
of the Corporation.

         FOURTH: A description of the series and classes of shares, including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions for
redemption is set forth in the Articles of Incorporation of the Corporation and
is not changed by these Articles Supplementary, except with respect to the
creation and/or designation of the various Series.

         FIFTH: The Board of Directors of the Corporation duly adopted
resolutions authorizing the renaming of the Series, as set forth in Article
SECOND.


         IN WITNESS WHEREOF, AMERICAN CENTURY MUTUAL FUNDS, INC. has caused
these Articles Supplementary to be signed and acknowledged in its name and on
its behalf by its Vice President and attested to by its Assistant Secretary on
this 19th day of November, 1999.

                                            AMERICAN CENTURY MUTUAL
ATTEST:                                     FUNDS, INC.


/s/ Brian L. Brogan                          By: /s/ David C. Tucker
Name: Brian L. Brogan                        Name: David C. Tucker
Title:   Assistant Secretary                 Title:   Vice President


         THE UNDERSIGNED Vice President of AMERICAN CENTURY MUTUAL FUNDS, INC.,
who executed on behalf of said Corporation the foregoing Articles Supplementary
to the Charter, of which this certificate is made a part, hereby acknowledges,
in the name of and on behalf of said Corporation, the foregoing Articles
Supplementary to the Charter to be the corporate act of said Corporation, and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects under the penalties of perjury.



Dated:  November 19, 1999                        /s/ David C. Tucker
                                                 David C. Tucker, Vice President

                        ADDENDUM TO MANAGEMENT AGREEMENT


         This Addendum, dated as of November 19, 1999, supplements the
Management Agreement (the "Agreement") dated as of August 1, 1997, by and
between American Century Mutual Funds, Inc. ("ACMF") and American Century
Investment Management, Inc. ("ACIM").

         IN CONSIDERATION of the mutual promises and conditions herein
contained, the parties agree as follows (all capitalized terms used herein and
not otherwise defined having the meaning given them in the Agreement):

         1. ACIM shall manage the following series (the "New Series") of shares
to be issued by ACMF, and for such management shall receive the Applicable Fee
set forth below:




                                                Average               Applicable
Name of Series           Name of Class          Net Assets            Fee Rate
--------------           -------------          ----------            --------

Veedot Fund              Investor Class         first $500 million      1.50%
                                                next $500 million       1.45%
                                                over $1 billion         1.40%

                         Institutional Class    first $500 million      1.30%
                                                next $500 million       1.25%
                                                over $1 billion         1.20%

                         Advisor Class          first $500 million      1.25%
                                                next $500 million       1.20%
                                                over $1 billion         1.15%


Veedot Large-Cap Fund    Investor Class         first $500 million      1.35%
                                                next $500 million       1.30%
                                                over $1 billion         1.25%

                         Institutional Class    first $500 million      1.15%
                                                next $500 million       1.10%
                                                over $1 billion         1.05%

                         Advisor Class          first $500 million      1.10%
                                                next $500 million       1.05%
                                                over $1 billion         1.00%


         2. ACIM shall manage the New Series in accordance with the terms and
conditions specified in the Agreement for its existing management
responsibilities.



         IN WITNESS WHEREOF, the parties have caused this Addendum to the
Agreement to be executed by their respective duly authorized officers as of the
day and year first above written.

Attest:                                     AMERICAN CENTURY MUTUAL FUNDS, INC.



/s/ Brian L. Brogan                         /s/ David C. Tucker
Brian L. Brogan                             David C. Tucker
Assistant Secretary                         Vice President


Attest:                                     AMERICAN CENTURY INVESTMENT
                                               MANAGEMENT, INC.


/s/ Charles A. Etherington                  /s/ David C. Tucker
Charles A. Etherington                      David C. Tucker
Assistant Secretary                         Senior Vice President

                    AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT


         THIS AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT is made as of the 19th
of November, 1999, by and between each of the open end management investment
companies listed on Schedule A, attached hereto, as of the dates noted on such
Schedule A, together with all other open end management investment companies
subsequently established and made subject to this Agreement in accordance with
Section 16 (the "Issuers") and Funds Distributor, Inc. ("Distributor").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Distribution Agreement.

                                    RECITALS

         WHEREAS, the Issuers and Distributor are parties to a certain
Distribution Agreement dated January 15, 1998, amended June 1, 1998, December 1,
1998, January 29, 1999 and July 30, 1999 (the "Distribution Agreement"); and

         WHEREAS, American Century Mutual Funds, Inc. has added two series,
Veedot Fund and Veedot Large-Cap Fund; and

         WHEREAS, the parties desire to amend the Distribution Agreement to add
the new series and multiple classes.

                  NOW, THEREFORE, in consideration of the mutual promises set
forth herein, the parties hereto agree as follows:

         1. The new series are hereby added as parties to the Distribution
Agreement.

         2. Schedules A, B, C, D and E to Distribution Agreement are hereby
amended by deleting the text thereof in their entirety and inserting in lieu
therefor the Schedules A, B, C, D and E attached hereto.

         3. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended by Amendment No.
1, Amendment 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5.

         4. In the event of a conflict between the terms of this Amendment No.
5, Amendment No. 4, Amendment No. 3, Amendment No. 2, Amendment No. 1 and the
Distribution Agreement, it is the intention of the parties that the terms of
this Amendment No. 5 shall control and the Distribution Agreement shall be
interpreted on that basis. To the extent the provisions of the Distribution
Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4
have not been amended by this Amendment No. 5, the parties hereby confirm and
ratify the Distribution Agreement.

         5. This Amendment No. 5 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 5
as of the date first above written.

                       FUNDS DISTRIBUTOR, INC.


                       By: /s/ Marie E. Connolly
                       Name:   Marie E. Connolly
                       Title:  President and CEO

                       AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                       AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY GOVERNMENT INCOME TRUST
                       AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                       AMERICAN CENTURY INVESTMENT TRUST
                       AMERICAN CENTURY MUNICIPAL TRUST
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
                       AMERICAN CENTURY PREMIUM RESERVES, INC.
                       AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                       AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                       AMERICAN CENTURY TARGET MATURITIES TRUST
                       AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                       By:  /s/ David C. Tucker
                              David C. Tucker
                              Vice President of each of the Issuers



                                   SCHEDULE A

           Companies and Funds Covered by this Distribution Agreement

Fund                                                                   Date of Agreement
----                                                                   -----------------
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
0        California Municipal Money Market Fund                        January 15, 1998
0        California High-Yield Municipal Fund                          January 15, 1998
0        California Tax-Free Money Market Fund                         January 15, 1998
0        California Limited Term Tax-Free Fund                         January 15, 1998
0        California Intermediate-Term Tax-Free Fund                    January 15, 1998
0        California Long-Term Tax-Free Fund                            January 15, 1998
0        California Insured Tax-Free Fund                              January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        Equity Income Fund                                            January 15, 1998
0        Real Estate Fund                                              January 15, 1998
0        Value Fund                                                    January 15, 1998
0        Small Cap Value Fund                                          July 30, 1998
0        Equity Index Fund                                             January 29, 1999
0        Large Cap Value Fund                                          July 30, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0        Short-Term Treasury Fund                                      January 15, 1998
0        Intermediate-Term Treasury Fund                               January 15, 1998
0        Long-Term Treasury Fund                                       January 15, 1998
0        Government Agency Money Market Fund                           January 15, 1998
0        Short-Term Government Fund                                    January 15, 1998
0        GNMA Fund                                                     January 15, 1998
0        Inflation-Adjusted Treasury Fund                              January 15, 1998
0        Capital Preservation Fund                                     January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0        International Bond Fund                                       January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0        Prime Money Market Fund                                       January 15, 1998

AMERICAN CENTURY MUNICIPAL TRUST
0        Arizona Intermediate-Term Municipal Fund                      January 15, 1998
0        Florida Municipal Money Market Fund                           January 15, 1998
0        Florida Intermediate-Term Municipal Fund                      January 15, 1998
0        Tax-Free Money Market Fund                                    January 15, 1998
0        Intermediate-Term Tax-Free Fund                               January 15, 1998
0        Long-Term Tax-Free Fund                                       January 15, 1998
0        Limited-Term Tax-Free Fund                                    January 15, 1998
0        High-Yield Municipal Fund                                     March 31, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        Balanced Fund                                                 January 15, 1998
0        Growth Fund                                                   January 15, 1998
0        Heritage Fund                                                 January 15, 1998
0        Intermediate-Term Bond Fund                                   January 15, 1998
0        Limited-Term Bond Fund                                        January 15, 1998
0        Bond Fund                                                     January 15, 1998
0        Select Fund                                                   January 15, 1998
0        Ultra Fund                                                    January 15, 1998
0        Vista Fund                                                    January 15, 1998
0        Giftrust Fund                                                 January 15, 1998
0        New Opportunities Fund                                        January 15, 1998
0        High-Yield Fund                                               January 15, 1998
0        Tax-Managed Value Fund                                        February 15, 1999
0        Veedot Fund                                                   November 19, 1999
0        Veedot Large-Cap Fund                                         November 19, 1999

AMERICAN CENTURY PREMIUM RESERVES, INC.
0        Premium Government Reserve Fund                               January 15, 1998
0        Premium Capital Reserve Fund                                  January 15, 1998
0        Premium Managed Bond Fund                                     January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        Equity Growth Fund                                            January 15, 1998
0        Income & Growth Fund                                          January 15, 1998
0        Global Gold Fund                                              January 15, 1998
0        Global Natural Resources Fund                                 January 15, 1998
0        Utilities Fund                                                January 15, 1998
0        Small Cap Quantitative Fund                                   July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        Strategic Allocation: Aggressive Fund                         January 15, 1998
0        Strategic Allocation: Conservative Fund                       January 15, 1998

0        Strategic Allocation: Moderate     Fund                       January 15, 1998



AMERICAN CENTURY TARGET MATURITIES TRUST
0        Target 2000 Fund                                              January 15, 1998
0        Target 2005 Fund                                              January 15, 1998
0        Target 2010 Fund                                              January 15, 1998
0        Target 2015 Fund                                              January 15, 1998
0        Target 2020 Fund                                              January 15, 1998
0        Target 2025 Fund                                              January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
0        VP Advantage Fund                                             January 15, 1998
0        VP Balanced Fund                                              January 15, 1998
0        VP Capital Appreciation Fund                                  January 15, 1998
0        VP International Fund                                         January 15, 1998
0        VP Income & Growth Fund                                       January 15, 1998
0        VP Value Fund                                                 January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Emerging Markets Fund                                         January 15, 1998
0        International Growth Fund                                     January 15, 1998
0        International Discovery Fund                                  January 15, 1998
0        Global Growth Fund                                            December 1, 1998

                                   SCHEDULE B

                              Investor Class Funds
Fund                                                                   Date of Agreement
----                                                                   -----------------

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
0        California Municipal Money Market Fund                         January 15, 1998
0        California High-Yield Municipal Fund                           January 15, 1998
0        California Tax-Free Money Market Fund                          January 15, 1998
0        California Limited Term Tax-Free Fund                          January 15, 1998
0        California Intermediate-Term Tax-Free Fund                     January 15, 1998
0        California Long-Term Tax-Free Fund                             January 15, 1998
0        California Insured Tax-Free Fund                               January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        Equity Income Fund1                                            January 15, 1998
0        Real Estate Fund1                                              January 15, 1998
0        Value Fund1                                                    January 15, 1998
0        Small Cap Value Fund1                                          July 30, 1998
0        Equity Index Fund1                                             January 29, 1999
0        Large Cap Value Fund1                                          July 30, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0        Short-Term Treasury Fund1                                      January 15, 1998
0        Intermediate-Term Treasury Fund1                               January 15, 1998
0        Long-Term Treasury Fund1                                       January 15, 1998
0        Government Agency Money Market Fund1                           January 15, 1998
0        Short-Term Government Fund1                                    January 15, 1998
0        GNMA Fund1                                                     January 15, 1998
0        Inflation-Adjusted Treasury Fund1                              January 15, 1998
0        Capital Preservation Fund                                      January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0        International Bond Fund1                                       January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0        Prime Money Market Fund1                                       June 1, 1998

AMERICAN CENTURY MUNICIPAL TRUST
0        Arizona Intermediate-Term Municipal Fund                       January 15, 1998
0        Florida Municipal Money Market Fund                            January 15, 1998
0        Florida Intermediate-Term Municipal Fund                       January 15, 1998
0        Tax-Free Money Market Fund                                     January 15, 1998
0        Intermediate-Term Tax-Free Fund                                January 15, 1998
0        Long-Term Tax-Free Fund                                        January 15, 1998
0        Limited-Term Tax-Free Fund                                     January 15, 1998
0        High-Yield Municipal Fund                                      March 31, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        Balanced Fund1                                                 January 15, 1998
0        Growth Fund1                                                   January 15, 1998
0        Heritage Fund1                                                 January 15, 1998
0        Intermediate-Term Bond Fund1                                   January 15, 1998
0        Limited-Term Bond Fund1                                        January 15, 1998
0        Bond Fund1                                                     January 15, 1998
0        Select Fund1                                                   January 15, 1998
0        Ultra Fund1                                                    January 15, 1998
0        Vista Fund1                                                    January 15, 1998
0        Giftrust                                                       January 15, 1998
0        New Opportunities Fund                                         January 15, 1998
0        High-Yield Fund                                                January 15, 1998
0        Tax-Managed Value Fund                                         February 15, 1999
0        Veedot Fund                                                    November  19, 1999
0        Veedot Large-Cap Fund                                          November  19, 1999

AMERICAN CENTURY PREMIUM RESERVES, INC.
0        Premium Government Reserve Fund                                January 15, 1998
0        Premium Capital Reserve Fund                                   January 15, 1998
0        Premium Bond Fund                                              January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        Equity Growth Fund1                                            January 15, 1998
0        Income & Growth Fund1                                          January 15, 1998
0        Global Gold Fund1                                              January 15, 1998
0        Global Natural Resources Fund1                                 January 15, 1998
0        Utilities Fund1                                                January 15, 1998
0        Small Cap Quantitative Fund1                                   July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        Strategic Allocation: Aggressive1                              January 15, 1998
0        Strategic Allocation: Conservative1                            January 15, 1998
0        Strategic Allocation: Moderate1                                January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0        Target 2000 Fund1                                              January 15, 1998
0        Target 2005 Fund1                                              January 15, 1998
0        Target 2010 Fund1                                              January 15, 1998
0        Target 2015 Fund1                                              January 15, 1998
0        Target 2020 Fund1                                              January 15, 1998
0        Target 2025 Fund1                                              January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
0        VP Advantage Fund                                              January 15, 1998
0        VP Balanced Fund                                               January 15, 1998
0        VP Capital Appreciation Fund                                   January 15, 1998
0        VP International Fund                                          January 15, 1998
0        VP Income & Growth Fund                                        January 15, 1998
0        VP Value Fund                                                  January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Emerging Markets Fund1                                         January 15, 1998
0        International Growth Fund1                                     January 15, 1998
0        International Discovery Fund1                                  January 15, 1998
0        Global Growth Fund1                                            December 1, 1998

--------
1 Multiple Classes of Shares

                                   SCHEDULE C

                            Institutional Class Funds

Fund                                                                   Date of Agreement
----                                                                   -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        Equity Income Fund                                            January 15, 1998
0        Real Estate Fund                                              January 15, 1998
0        Value Fund                                                    January 15, 1998
0        Small Cap Value Fund                                          July 30, 1998
0        Equity Index Fund                                             January 29, 1999
0        Large Cap Value Fund                                          July 30, 1999

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        Balanced Fund                                                 January 15, 1998
0        Growth Fund                                                   January 15, 1998
0        Heritage Fund                                                 January 15, 1998
0        Select Fund                                                   January 15, 1998
0        Ultra Fund                                                    January 15, 1998
0        Vista Fund                                                    January 15, 1998
0        Tax-Managed Value Fund                                        February 15, 1999
0        Veedot Fund                                                   November 19, 1999
0        Veedot Large-Cap Fund                                         November 19, 1999

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        Equity Growth Fund                                            January 15, 1998
0        Income & Growth Fund                                          January 15, 1998
0        Small Cap Quantitative Fund                                   July 30, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Emerging Markets Fund                                         January 15, 1998
0        International Growth Fund                                     January 15, 1998
0        International Discovery Fund                                  January 15, 1998
0        Global Growth Fund                                            December 1, 1998

                                   SCHEDULE D

                               Service Class Funds
Fund                                                                   Date of Agreement
----                                                                   -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        Equity Income Fund                                            January 15, 1998
0        Real Estate Fund                                              January 15, 1998
0        Value Fund                                                    January 15, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        Balanced Fund                                                 January 15, 1998
0        Growth Fund                                                   January 15, 1998
0        Heritage Fund                                                 January 15, 1998
0        Intermediate-Term Bond Fund                                   January 15, 1998
0        Limited-Term Bond Fund                                        January 15, 1998
0        Bond Fund                                                     January 15, 1998
0        Select Fund                                                   January 15, 1998
0        Ultra Fund                                                    January 15, 1998
0        Vista Fund                                                    January 15, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        Strategic Allocation: Aggressive                              January 15, 1998
0        Strategic Allocation: Conservative                            January 15, 1998
0        Strategic Allocation: Moderate                                January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Emerging Markets Fund                                         January 15, 1998
0        International Growth Fund                                     January 15, 1998
0        International Discovery Fund                                  January 15, 1998

                                   SCHEDULE E

                               Advisor Class Funds

Fund                                                                   Date of Agreement
----                                                                   -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0        Equity Income Fund                                            January 15, 1998
0        Value Fund                                                    January 15, 1998
0        Real Estate Fund                                              January 15, 1998
0        Small Cap Value Fund                                          July 30, 1998
0        Large Cap Value Fund                                          July 30, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0        Short-Term Treasury Fund                                      January 15, 1998
0        Intermediate-Term Treasury Fund                               January 15, 1998
0        Long-Term Treasury Fund                                       January 15, 1998
0        Government Agency Money Market Fund                           January 15, 1998
0        Short-Term Government Fund                                    January 15, 1998
0        GNMA Fund                                                     January 15, 1998
0        Inflation-Adjusted Treasury Fund                              January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0        International Bond Fund                                       January 15, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0        Balanced Fund                                                 January 15, 1998
0        Growth Fund                                                   January 15, 1998
0        Heritage Fund                                                 January 15, 1998
0        Intermediate-Term Bond Fund                                   January 15, 1998
0        Limited-Term Bond Fund                                        January 15, 1998
0        Bond Fund                                                     January 15, 1998
0        Select Fund                                                   January 15, 1998
0        Ultra Fund                                                    January 15, 1998
0        Vista Fund                                                    January 15, 1998
0        High-Yield Fund                                               January 15, 1998
0        Tax-Managed Value Fund                                        February 15, 1999
0        Veedot Fund                                                   November 19, 1999
0        Veedot Large-Cap Fund                                         November 19, 1999

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0        Equity Growth Fund                                            January 15, 1998
0        Income & Growth Fund                                          January 15, 1998
0        Global Gold Fund                                              January 15, 1998
0        Global Natural Resources Fund                                 January 15, 1998
0        Utilities Fund                                                January 15, 1998
0        Small Cap Quantitative Fund                                   July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0        Strategic Allocation: Aggressive                              January 15, 1998
0        Strategic Allocation: Conservative                            January 15, 1998
0        Strategic Allocation: Moderate                                January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0        Target 2000 Fund                                              January 15, 1998
0        Target 2005 Fund                                              January 15, 1998
0        Target 2010 Fund                                              January 15, 1998
0        Target 2015 Fund                                              January 15, 1998
0        Target 2020 Fund                                              January 15, 1998
0        Target 2025 Fund                                              January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0        Emerging Markets Fund                                         January 15, 1998
0        International Growth Fund                                     January 15, 1998
0        International Discovery Fund                                  January 15, 1998
0        Global Growth Fund                                            December 1, 1998

AMERICAN CENTURY INVESTMENT TRUST

0        Prime Money Market Fund                                       June 1, 1998

                     AMENDMENT NO. 7 TO MASTER DISTRIBUTION
                          AND SHAREHOLDER SERVICES PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

                                  Advisor Class

         THIS AMENDMENT NO. 7 TO MASTER DISTRIBUTION AND SHAREHOLDER SERVICES
PLAN is made as of the 19th day of November, 1999, by each of the above named
corporations (the "Issuers"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Master Distribution and
Shareholder Services Plan.

                                    RECITALS

         WHEREAS, the Issuers are parties to a certain Master Distribution and
Shareholder Services Plan dated September 3, 1996, amended June 13, 1997,
September 30, 1997, June 30, 1998, November 13, 1998, February 16, 1999 and July
30, 1999 (the "Plan"); and

         WHEREAS, American Century Mutual Funds, Inc., has added two series,
Veedot Fund and Veedot Large-Cap Fund (the "Funds"), for which the Funds' board
has established an Advisor Class of shares; and

         WHEREAS, the parties desire to amend the Plan to adopt the Plan on
behalf of the Funds.

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

         1. American Century Mutual Funds, Inc. hereby adopts the Plan on behalf
of the Funds, in accordance with Rule 12b-1 under the 1940 Act and on the terms
and conditions contained in the Plan.

         2. Schedule A to the Plan is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the Schedule A attached
hereto.

         3. After the date hereof, all references to the Plan shall be deemed to
mean the Master Distribution and Shareholder Services Plan, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6 and this Amendment No. 7.

         4. In the event of a conflict between the terms of this Amendment No.7
and the Plan, it is the intention of the parties that the terms of this
Amendment No. 7 shall control and the Plan shall be interpreted on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 7, the parties hereby confirm and ratify the Plan.

         5. This Amendment No. 7 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 7
as of the date first above written.

                                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                                    AMERICAN CENTURY MUTUAL FUNDS, INC.
                                    AMERICAN CENTURY STRATEGIC ASSET
                                        ALLOCATIONS, INC.
                                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                    BY: /s/David C. Tucker
                                           David C. Tucker
                                           Vice President of each of the Issuers



                                   SCHEDULE A

                      Series Offering Advisor Class Shares

Fund                                                          Date Plan Adopted
----                                                          -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0     Equity Income Fund                                      September 3, 1996
0     Value Fund                                              September 3, 1996
0     Real Estate Fund                                        June 13, 1997
0     Small Cap Value Fund                                    June 30, 1998
0     Large Cap Value Fund                                    July 30, 1999

AMERICAN CENTURY MUTUAL FUNDS, INC.
0     Balanced Fund                                           September 3, 1996
0     Growth Fund                                             September 3, 1996
0     Heritage Fund                                           September 3, 1996
0     Intermediate-Term Bond Fund                             September 3, 1996
0     Limited-Term Bond Fund                                  September 3, 1996
0     Bond Fund                                               September 3, 1996
0     Select Fund                                             September 3, 1996
0     Ultra Fund                                              September 3, 1996
0     Vista Fund                                              September 3, 1996
0     High-Yield Fund                                         September 20, 1997
0     Tax-Managed Value Fund                                  February 26, 1999
0     Veedot Fund                                             November 19, 1999
0     Veedot Large-Cap Fund                                   November 19, 1999

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0     Strategic Allocation: Aggressive Fund                   September 3, 1996
0     Strategic Allocation: Conservative Fund                 September 3, 1996
0     Strategic Allocation: Moderate Fund                     September 3, 1996

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0     International Growth Fund                               September 3, 1996
0     International Discovery Fund                            September 3, 1996
0     Emerging Markets Fund                                   September 3, 1996

0     Global Growth Fund                                      December 1, 1998

                     AMENDMENT NO. 7 TO MULTIPLE CLASS PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


         THIS AMENDMENT NO. 7 TO MULTIPLE CLASS PLAN is made as of the 19th day
of November, 1999, by each of the above named corporations (the "Issuers").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Multiple Class Plan.

                                    RECITALS

         WHEREAS, the Issuers are parties to a certain Multiple Class Plan dated
as of May 31, 1996, amended June 13, 1997, September 30, 1997, June 30, 1998,
November 13, 1998, January 29, 1999 and July 30, 1999 (the "Plan"); and

         WHEREAS, American Century Mutual Funds, Inc., has added new series,
Veedot Fund and Veedot Large-Cap Fund (the "Funds"), offering multiple classes;
and

         WHEREAS, the parties desire to amend the Plan to adopt the Plan on
behalf of the Funds.

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

         1. American Century Mutual Funds, Inc. hereby adopt the Plan on behalf
of the Funds, in accordance with Rule 18f-3 under the 1940 Act and on the terms
and conditions contained in the Plan.

         2. Schedule A to the Plan is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the Schedule A attached
hereto.

         3. After the date hereof, all references to the Plan shall be deemed to
mean the Multiple Class Plan, as amended by Amendment No. 7.

         4. In the event of a conflict between the terms of this Amendment No.7
and the Plan, it is the intention of the parties that the terms of this
Amendment No. 7 shall control and the Plan shall be interpreted on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 7, the parties hereby confirm and ratify the Plan.

         5. This Amendment No. 7 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 7
as of the date first above written.

                                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                                    AMERICAN CENTURY MUTUAL FUNDS, INC.
                                    AMERICAN CENTURY STRATEGIC ASSET
                                        ALLOCATIONS, INC.
                                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                    BY: /s/David C. Tucker
                                           David C. Tucker
                                           Vice President of each of the Issuers



                                            SCHEDULE A

                                Companies and Funds Covered by this Multiclass Plan
---------------------------------------------------- ------------ -------------------- -------------- -------------------
                                                      Investor       Institutional        Service          Advisor
Fund                                                    Class            Class             Class            Class
---------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
      Equity Income Fund                                 Yes              Yes               Yes              Yes
      Value Fund                                         Yes              Yes               Yes              Yes
      Real Estate Fund                                   Yes              Yes               No               Yes
      Small Cap Value Fund                               Yes              Yes               No               Yes
      Equity Index Fund                                  Yes              Yes               No               No
      Large Cap Value Fund                               Yes              Yes               No               Yes

---------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY MUTUAL FUNDS, INC.
      Balanced Fund                                      Yes              Yes               Yes              Yes
      Growth Fund                                        Yes              Yes               Yes              Yes
      Heritage Fund                                      Yes              Yes               Yes              Yes
      Intermediate-Term Bond Fund                        Yes              No                Yes              Yes
      Limited-Term Bond Fund                             Yes              No                Yes              Yes
      Bond Fund                                          Yes              No                Yes              Yes
      Select Fund                                        Yes              Yes               Yes              Yes
      Ultra Fund                                         Yes              Yes               Yes              Yes
      Vista Fund                                         Yes              Yes               Yes              Yes
      Giftrust Fund                                      Yes              No                No               No
      New Opportunities Fund                             Yes              No                No               No
      High-Yield Fund                                    Yes              No                No               Yes
      Tax-Managed Value Fund                             Yes              Yes               No               Yes
      Veedot Fund                                        Yes              Yes               No               Yes
      Veedot Large-Cap Fund                              Yes              Yes               No               Yes

---------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN  CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
      Strategic Allocation: Aggressive
      Strategic Allocation: Conservative                 Yes              No                Yes              Yes
      Strategic Allocation: Moderate                     Yes              No                Yes              Yes
                                                         Yes              No                Yes              Yes
---------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
      International Growth Fund                          Yes              Yes               Yes              Yes
      International Discovery Fund                       Yes              Yes               Yes              Yes
      Emerging Markets Fund                              Yes              Yes               Yes              Yes
      Global Growth Fund                                 Yes              Yes               No               Yes

---------------------------------------------------- ------------ -------------------- -------------- -------------------