American Century Growth Investor Class NCSR Certified annual shareholder report (management investment company)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR
                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES



Investment Company Act file number           811-00816
                                   ---------------------------------------------


                       AMERICAN CENTURY MUTUAL FUNDS, INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


      4500 MAIN STREET, KANSAS CITY, MISSOURI                     64111
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                   (Zip code)


      CHARLES A. ETHERINGTON, 4500 MAIN STREET, KANSAS CITY, MISSOURI 64111
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)


Registrant's telephone number, including area code:        816-531-5575
                                                   -----------------------------

Date of fiscal year end:         10-31
                         -------------------------------------------------------


Date of reporting period:        10-31-2008
                         -------------------------------------------------------






ITEM 1. REPORTS TO STOCKHOLDERS.



[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

ULTRA® FUND




PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
October 31, 2008. It was a time of enormous upheaval and change. We understand
and appreciate the challenges you have faced during this historic period, and
share your concerns about the economy, the markets, and fund holdings. To help
address these issues, I'd like to provide my perspective on how we have
managed--and continue to manage--your investments in these uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/ Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . .      2

ULTRA

     Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . .      6
      Types of Investments in Portfolio. . . . . . . . . . . . . . . . . .      6
     Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . .      7

FINANCIAL STATEMENTS

     Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . .      9
     Statement of Assets and Liabilities . . . . . . . . . . . . . . . . .     12
     Statement of Operations . . . . . . . . . . . . . . . . . . . . . . .     14
     Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . .     15
     Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .     16
     Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . .     22
     Report of Independent Registered Public Accounting Firm . . . . . . .     28

OTHER INFORMATION

     Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29
     Approval of Management Agreement for Ultra. . . . . . . . . . . . . .     32
     Additional Information. . . . . . . . . . . . . . . . . . . . . . . .     36
     Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .     37

The opinions expressed in the Market Perspective and the Portfolio Commentary
reflect those of the portfolio management team as of the date of the report,
and do not necessarily represent the opinions of American Century Investments
or any other person in the American Century Investments organization. Any such
opinions are subject to change at any time based upon market or other
conditions and American Century Investments disclaims any responsibility to
update such opinions. These opinions may not be relied upon as investment
advice and, because investment decisions made by American Century Investments
funds are based on numerous factors, may not be relied upon as an indication
of trading intent on behalf of any American Century Investments fund. Security
examples are used for representational purposes only and are not intended as
recommendations to purchase or sell securities. Performance information for
comparative indices and securities is provided to American Century Investments
by third party vendors. To the best of American Century Investments'
knowledge, such information is accurate at the time of printing.




MARKET PERSPECTIVE

[photo of chief investment officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

The year ended October 31, 2008, was one of the most turbulent periods for the
U.S. equity market since the Great Depression. As the accompanying table
shows, stocks declined sharply across the board as a "perfect storm" of
negative influences undermined investor confidence and produced a dramatic
increase in market volatility.

The biggest impact came from the credit crisis that grew out of the housing
and mortgage meltdowns in 2007. Credit conditions deteriorated throughout the
one-year period, culminating in a liquidity crisis that led to the downfall of
a number of major financial companies. Examples included the government
conservatorship of mortgage lenders Fannie Mae and Freddie Mac, the bankruptcy
of brokerage firm Lehman Brothers, and the government bailout of insurer
American International Group. Despite efforts by the U.S. government and
Federal Reserve to provide systemic stability, the credit markets remained
deeply troubled.

Diminishing economic activity also weighed on the stock market. After
decelerating in 2007, the U.S. economy weakened further in 2008 as consumer
spending stalled, the housing downturn worsened, and the unemployment rate
reached its highest level since 1994. The U.S. economic slowdown spread to
other parts of the world, increasing the likelihood of a global recession.

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies combined with speculative excesses
boosted the prices of energy and many other commodities to record highs by
mid-2008. However, the global economic slowdown led to a sharp reversal in
commodity prices during the last few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP)       -36.80%
Russell 1000 Value Index             -36.80%
Russell 1000 Growth Index            -36.95%

RUSSELL MIDCAP INDEX                 -40.67%
Russell Midcap Value Index           -38.83%
Russell Midcap Growth Index          -42.65%

RUSSELL 2000 INDEX (SMALL-CAP)       -34.16%
Russell 2000 Value Index             -30.54%
Russell 2000 Growth Index            -37.87%


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2


PERFORMANCE
Ultra

Total Returns as of October 31, 2008
                                              Average Annual Returns
                                                                Since     Inception
                                1 year    5 years   10 years  Inception      Date

INVESTOR CLASS                  -38.02%    -3.03%    -0.77%     10.55%     11/2/81

RUSSELL 1000 GROWTH INDEX(1)    -36.95%    -1.29%    -2.10%    9.37%(2)       --

S&P 500 INDEX(1)                -36.10%    0.26%     0.40%    10.96%(2)       --

Institutional Class             -37.89%    -2.83%    -0.57%     2.10%      11/14/96

A Class(3)
 No sales charge*               -38.19%    -3.27%    -1.01%     1.97%
 With sales charge*             -41.74%    -4.41%    -1.59%     1.48%      10/2/96

B Class
 No sales charge*               -38.64%      --        --      -32.67%
 With sales charge*             -42.64%      --        --      -36.48%     9/28/07

C Class                         -38.63%    -3.99%      --       -2.85%     10/29/01

R Class                         -38.35%    -3.51%      --       -2.57%     8/29/03

* Sales charges include initial sales charges and contingent deferred sales
charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial
sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B
Class shares redeemed within six years of purchase are subject to a CDSC that
declines from 5.00% during the first year after purchase to 0.00% the sixth
year after purchase. C Class shares redeemed within 12 months of purchase are
subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide
performance information net of maximum sales charges in all cases where
charges could be applied.

(1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(2) Since 10/31/81, the date nearest the Investor Class's inception for which
data are available.

(3) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.


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3


Ultra

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 37.94% 9.81% -31.44% -12.99% 19.50% 4.46% 6.81% -1.51% 25.89% -38.02%

Russell
1000
Growth
Index 34.25% 9.33% -39.95% -19.62% 21.81% 3.38% 8.81% 10.84% 19.23% -36.95%

S&P 500
Index 25.67% 6.09% -24.90% -15.11% 20.80% 9.42% 8.72% 16.34% 14.56% -36.10%

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.

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4

PORTFOLIO COMMENTARY
Ultra

Portfolio Managers: Tom Telford and Steve Lurito

PERFORMANCE SUMMARY

Reflecting the sharp decline in the U.S. stock market, Ultra returned
- -38.02%* for the year ended October 31, 2008. By comparison, the fund's
benchmark, the Russell 1000 Growth Index, returned -36.95%, and the broad S&P
500 Index returned -36.10%.

In addition to the extreme market volatility, the fund faced additional
performance headwinds during the one-year period. Large-cap stocks
underperformed their small-cap counterparts, growth stocks trailed value
shares in the large-cap segment of the market, and our investment
style--emphasizing accelerating growth and price momentum--was out of favor
for much of the period. Furthermore, we tilted the portfolio toward larger,
higher-quality companies that we believed were more likely to hold up well in
an economic downturn. This positioning worked against us for the bulk of the
period and only began to add value in the last few months.

As a result, the fund lagged its benchmark index and the broader equity
market, but its underperformance was fairly modest given the difficult
environment. With one notable exception, stock selection was generally
positive across most sectors of the portfolio.

TECHNOLOGY UNDERPERFORMED

From a sector perspective, just one segment of the portfolio had a significant
negative impact on performance compared with the Russell 1000 Growth
Index--information technology. Stock selection was the key factor behind our
underperformance in this sector, most notably among software makers and
communications equipment makers.

Research in Motion (RIM), which makes the popular Blackberry devices, was the
biggest individual detractor in the portfolio. Smartphones have become a
larger part of the cell phone market, and RIM has been increasing its market
share in this lucrative segment. However, the slowing economy put downward
pressure on the stock, as did the company's decision to lower its profit
margins in an effort to capture additional market share. Although we remain
positive on the outlook for RIM over the long term, we trimmed our position in
the stock during the period.

Another noteworthy decliner in the technology sector was MEMC Electronic
Materials, which makes silicon wafers used in semiconductors and solar panels.
Demand for silicon wafers was exceeding the company's production capabilities,
so MEMC moved to expand its production capacity. Unfortunately, the expansion
took longer and cost more than originally planned, and by the time it was up
and running, demand for semiconductors--and, to a lesser extent, solar
panels--had fallen.

Top Ten Holdings as of October 31, 2008
% of net assets as of % of net assets as of
10/31/08 4/30/08

Wal-Mart Stores, Inc. 5.0% 1.8%
Apple, Inc. 3.3% 2.3%
QUALCOMM, Inc. 2.8% 0.7%
Abbott Laboratories 2.3% 1.0%
Cisco Systems, Inc. 2.3% 3.2%
Union Pacific Corp. 2.2% 1.9%
Express Scripts, Inc. 2.0% 1.4%
Staples, Inc. 2.0% 0.5%
McDonald's Corp. 1.9% 1.8%
Philip Morris International,
Inc. 1.9% 1.3%

* All fund returns referenced in this commentary are for Investor Class shares.

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5

Ultra

CONSUMER AND HEALTH CARE STOCKS OUTPERFORMED

Although every sector of the portfolio declined on an absolute basis, the
portfolio's consumer and health care stocks added the most value relative to
the benchmark index. The main theme among the top relative performance
contributors in the consumer sectors was "trading down" as consumers shifted
to lower-priced shopping destinations. One beneficiary was discount retailer
Wal-Mart, which successfully allocated its capital more efficiently, boosting
cash flows and enabling the company to remodel many of its stores. Fast-food
chain McDonald's also benefited from store remodels, as well as improved
drive-thru efficiency and revamped menus. The TJX Companies, which owns the
T.J. Maxx and Marshalls apparel chains, and warehouse retailer Costco
Wholesale were other beneficiaries of the trading down trend.

In the health care sector, the top relative performance contributor was
pharmacy benefits manager Express Scripts. Increasing use of generic drugs and
mail-order prescriptions enhanced the company's profitability. The portfolio's
biotechnology holdings also held up well, led by a trio of companies with new
products in successful niches--Genzyme, which produces medications for rare
chronic genetic diseases; Gilead Sciences, which focuses on HIV drugs; and
Celgene, which develops therapeutic treatments for cancer.

A LOOK AHEAD

We do not expect a rapid recovery in the equity market. Stocks will continue
to face challenges as the financial sector deleverages and the economy
struggles through a recession. Despite the fund's recent underperformance
versus its benchmark, it outperformed the Russell 1000 Growth Index over the
past decade, which featured the full spectrum of the economic cycle--recession
and expansion. Consequently, we remain confident that our investment approach
will generate favorable results over the long term.

Top Five Industries as of October 31, 2008
% of net assets as of % of net assets as of
10/31/08 4/30/08

Food & Staples Retailing 7.0% 2.7%
Biotechnology 6.5% 2.7%
Software 5.9% 5.3%
Communications Equipment 5.8% 6.6%
Oil, Gas & Consumable Fuels 5.2% 6.8%

Types of Investments in Portfolio
% of net assets as of % of net assets as of
10/31/08 4/30/08

Domestic Common Stocks 94.8% 90.4%
Foreign Common Stocks(1) 3.5% 7.9%
TOTAL COMMON STOCKS 98.3% 98.3%
Temporary Cash Investments 1.7% 2.5%
Other Assets and Liabilities --(2) (0.8)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Category is less than 0.005%.

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6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Coverdell Education Savings Accounts and IRAs
(including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.

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7

Expenses Paid
Beginning Ending During Period* Annualized
Account Account Value 5/1/08 - Expense
Value 5/1/08 10/31/08 10/31/08 Ratio*
ACTUAL

Investor Class $1,000 $694.30 $4.22 0.99%

Institutional
Class $1,000 $695.00 $3.37 0.79%

A Class $1,000 $693.20 $5.28 1.24%

B Class $1,000 $690.60 $8.46 1.99%

C Class $1,000 $690.80 $8.46 1.99%

R Class $1,000 $692.40 $6.34 1.49%

HYPOTHETICAL

Investor Class $1,000 $1,020.16 $5.03 0.99%

Institutional
Class $1,000 $1,021.17 $4.01 0.79%

A Class $1,000 $1,018.90 $6.29 1.24%

B Class $1,000 $1,015.13 $10.08 1.99%

C Class $1,000 $1,015.13 $10.08 1.99%

R Class $1,000 $1,017.65 $7.56 1.49%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.

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8

SCHEDULE OF INVESTMENTS
Ultra

OCTOBER 31, 2008

Shares Value

Common Stocks -- 98.3%

AEROSPACE & DEFENSE -- 2.8%
421,000 Boeing Co. $ 22,005,670
1,202,000 General Dynamics Corp. 72,504,640
666,000 Lockheed Martin Corp. 56,643,300
--------------
151,153,610
--------------
AIR FREIGHT & LOGISTICS -- 0.3%
316,000 United Parcel Service, Inc., Class B 16,678,480
--------------
BEVERAGES -- 3.0%
1,630,000 Coca-Cola Co. (The) 71,817,800
1,622,000 PepsiCo, Inc. 92,470,220
--------------
164,288,020
--------------
BIOTECHNOLOGY -- 6.5%
519,000 Amgen, Inc.(1) 31,082,910
1,375,000 Celgene Corp.(1) 88,357,500
866,000 Genentech, Inc.(1) 71,826,040
1,112,000 Genzyme Corp.(1) 81,042,560
1,731,000 Gilead Sciences, Inc.(1) 79,366,350
--------------
351,675,360
--------------
CAPITAL MARKETS -- 2.6%
90,000 BlackRock, Inc. 11,820,600
3,997,000 Charles Schwab Corp. (The) 76,422,640
583,000 Goldman Sachs Group, Inc. (The) 53,927,500
--------------
142,170,740
--------------
CHEMICALS -- 2.4%
145,000 Air Products & Chemicals, Inc. 8,428,850
620,000 Celanese Corp., Series A 8,593,200
1,052,000 Monsanto Co. 93,606,960
213,000 Praxair, Inc. 13,876,950
279,000 Valspar Corp. 5,705,550
--------------
130,211,510
--------------
COMMERCIAL BANKS -- 0.8%
272,000 Cullen/Frost Bankers, Inc. 15,223,840
163,000 PNC Financial Services Group, Inc. 10,867,210
488,000 Wells Fargo & Co. 16,616,400
--------------
42,707,450
--------------
COMMUNICATIONS EQUIPMENT -- 5.8%
6,970,000 Cisco Systems, Inc.(1) 123,856,900
3,954,000 QUALCOMM, Inc. 151,280,040
821,000 Research In Motion Ltd.(1) 41,403,030
--------------
316,539,970
--------------

Shares Value

COMPUTERS & PERIPHERALS -- 4.6%
1,651,000 Apple, Inc.(1) $ 177,631,090
1,747,000 EMC Corp.(1) 20,579,660
1,297,000 Hewlett-Packard Co. 49,649,160
--------------
247,859,910
--------------
CONSUMER FINANCE -- 0.3%
416,000 Capital One Financial Corp. 16,273,920
--------------
DIVERSIFIED -- 0.2%
167,000 iShares Russell Midcap Index Fund 10,791,540
--------------
DIVERSIFIED FINANCIAL SERVICES -- 1.6%
1,055,000 Bank of America Corp. 25,499,350
1,437,000 JPMorgan Chase & Co. 59,276,250
--------------
84,775,600
--------------
ELECTRICAL EQUIPMENT -- 1.4%
738,000 ABB Ltd. 9,758,057
218,000 ABB Ltd. ADR 2,866,700
2,000,000 Emerson Electric Co. 65,460,000
--------------
78,084,757
--------------
ENERGY EQUIPMENT & SERVICES -- 2.8%
400,000 Baker Hughes, Inc. 13,980,000
306,000 Diamond Offshore Drilling, Inc. 27,172,800
877,000 National Oilwell Varco, Inc.(1) 26,213,530
969,000 Noble Corp. 31,211,490
1,074,000 Schlumberger Ltd. 55,472,100
--------------
154,049,920
--------------
FOOD & STAPLES RETAILING -- 7.0%
599,000 Costco Wholesale Corp. 34,148,990
2,729,000 Kroger Co. (The) 74,938,340
4,911,000 Wal-Mart Stores, Inc. 274,082,910
--------------
383,170,240
--------------
FOOD PRODUCTS -- 3.0%
1,267,000 General Mills, Inc. 85,826,580
745,000 Kellogg Co. 37,562,900
985,000 Nestle SA 38,394,769
--------------
161,784,249
--------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 3.8%
1,556,000 Baxter International, Inc. 94,122,440
561,000 Becton, Dickinson & Co. 38,933,400
1,830,000 Medtronic, Inc. 73,803,900
--------------
206,859,740
--------------
HEALTH CARE PROVIDERS & SERVICES -- 2.0%
1,812,000 Express Scripts, Inc.(1) 109,825,320
--------------

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9

Ultra

Shares Value

HOTELS, RESTAURANTS & LEISURE -- 3.0%
1,831,000 McDonald's Corp. $ 106,069,830
1,969,000 Yum! Brands, Inc. 57,120,690
--------------
163,190,520
--------------
HOUSEHOLD PRODUCTS -- 0.5%
475,000 Colgate-Palmolive Co. 29,811,000
--------------
INSURANCE -- 0.3%
351,000 AON Corp. 14,847,300
--------------
INTERNET & CATALOG RETAIL -- 0.4%
385,000 Amazon.com, Inc.(1) 22,037,400
--------------
INTERNET SOFTWARE & SERVICES -- 2.0%
62,000 Baidu.com, Inc. ADR(1) 12,772,000
275,000 Google, Inc., Class A(1) 98,824,000
--------------
111,596,000
--------------
IT SERVICES -- 2.9%
890,000 Accenture Ltd., Class A 29,414,500
128,000 Global Payments, Inc. 5,185,280
565,000 International Business Machines Corp. 52,528,050
167,000 MasterCard, Inc., Class A 24,685,940
398,000 Visa, Inc., Class A 22,029,300
1,756,000 Western Union Co. (The) 26,796,560
--------------
160,639,630
--------------
LEISURE EQUIPMENT & PRODUCTS -- 1.0%
1,911,000 Hasbro, Inc. 55,552,770
--------------
LIFE SCIENCES TOOLS & SERVICES -- 1.4%
209,000 Covance, Inc.(1) 10,450,000
1,639,000 Thermo Fisher Scientific, Inc.(1) 66,543,400
--------------
76,993,400
--------------
MACHINERY -- 1.2%
1,145,000 Cummins, Inc. 29,598,250
464,000 Eaton Corp. 20,694,400
421,000 Parker-Hannifin Corp. 16,322,170
--------------
66,614,820
--------------
METALS & MINING -- 1.0%
211,000 BHP Billiton Ltd. ADR 8,203,680
565,000 Freeport-McMoRan Copper & Gold, Inc. 16,441,500
405,000 Newmont Mining Corp. 10,667,700
437,000 Nucor Corp. 17,702,870
--------------
53,015,750
--------------
MULTI-INDUSTRY -- 0.3%
275,000 Energy Select Sector SPDR Fund 14,135,000
--------------
MULTILINE RETAIL -- 1.2%
1,830,000 Kohl's Corp.(1) 64,287,900
--------------

Shares Value

OIL, GAS & CONSUMABLE FUELS -- 5.2%
325,000 Apache Corp. $ 26,757,250
811,000 EOG Resources, Inc. 65,626,120
461,000 Exxon Mobil Corp. 34,169,320
731,000 Hess Corp. 44,013,510
702,000 Noble Energy, Inc. 36,377,640
773,000 Occidental Petroleum Corp. 42,932,420
116,000 Petroleo Brasileiro SA ADR 3,119,240
518,000 Plains Exploration & Production Co.(1) 14,607,600
302,000 Ultra Petroleum Corp.(1) 14,058,100
--------------
281,661,200
--------------
PHARMACEUTICALS -- 4.5%
2,316,000 Abbott Laboratories 127,727,400
299,000 Allergan, Inc. 11,861,330
64,000 AstraZeneca plc 2,720,966
198,000 AstraZeneca plc ADR 8,407,080
526,000 Bristol-Myers Squibb Co. 10,809,300
1,066,000 Johnson & Johnson 65,388,440
221,000 Novartis AG 11,180,090
159,000 Novartis AG ADR 8,107,410
--------------
246,202,016
--------------
ROAD & RAIL -- 3.3%
1,035,000 Norfolk Southern Corp. 62,037,900
1,762,000 Union Pacific Corp. 117,648,740
--------------
179,686,640
--------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.6%
3,010,000 Altera Corp. 52,223,500
668,000 ASML Holding NV 11,657,642
4,167,000 Intel Corp. 66,672,000
456,000 Lam Research Corp.(1) 10,196,160
2,213,000 Linear Technology Corp. 50,190,840
237,000 MEMC Electronic Materials, Inc.(1) 4,356,060
2,156,000 Microchip Technology, Inc. 53,102,280
--------------
248,398,482
--------------
SOFTWARE -- 5.9%
3,351,000 Activision Blizzard, Inc.(1) 41,753,460
2,888,000 Adobe Systems, Inc.(1) 76,936,320
1,517,000 McAfee, Inc.(1) 49,378,350
4,049,000 Microsoft Corp. 90,414,170
2,084,000 Oracle Corp.(1) 38,116,360
706,000 salesforce.com, inc.(1) 21,857,760
127,000 VMware, Inc., Class A(1) 3,937,000
--------------
322,393,420
--------------

- ------
10

Ultra

Shares Value

SPECIALTY RETAIL -- 4.1%
972,000 Lowe's Cos., Inc. $ 21,092,400
409,000 PetSmart, Inc. 8,053,210
192,000 Sherwin-Williams Co. (The) 10,926,720
5,628,000 Staples, Inc. 109,352,040
2,790,000 TJX Cos., Inc. (The) 74,660,400
--------------
224,084,770
--------------
TEXTILES, APPAREL & LUXURY GOODS -- 1.4%
141,000 Coach, Inc.(1) 2,904,600
1,251,000 NIKE, Inc., Class B 72,095,130
--------------
74,999,730
--------------
THRIFTS & MORTGAGE FINANCE -- 0.3%
792,000 People's United Financial, Inc. 13,860,000
--------------
TOBACCO -- 1.9%
2,412,000 Philip Morris International, Inc. 104,849,640
--------------
TRADING COMPANIES & DISTRIBUTORS -- 1.0%
698,000 W.W. Grainger, Inc. 54,841,860
--------------
TOTAL COMMON STOCKS
(Cost $5,695,300,211) 5,352,599,584
--------------

Shares/Principal Amount Value

Temporary Cash Investments -- 1.7%

$45,350,000 FHLB Discount Notes, 0.40%,
11/5/08(2) $ 45,349,547
86,982 JPMorgan U.S. Treasury Plus Money
Market Fund Agency Shares 86,982

Repurchase Agreement, Goldman Sachs & Co.,
(collateralized by various U.S. Treasury
obligations, 8.125%, 8/15/19, valued at
$47,181,211), in a joint trading account at 0.01%,
dated 10/31/08, due 11/3/08 (Delivery value
$46,200,039) 46,200,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $91,634,967) 91,636,529
--------------
TOTAL INVESTMENT SECURITIES -- 100.0%
(Cost $5,786,935,178) 5,444,236,113
--------------
OTHER ASSETS AND LIABILITIES(3) (2,131,206)
--------------
TOTAL NET ASSETS -- 100.0% $5,442,104,907
==============

Forward Foreign Currency Exchange Contracts
Unrealized Gain
Contracts to Sell Settlement Date Value (Loss)

27,085,233 CHF for USD 11/28/08 $23,361,825 $496,360

4,358,700 Euro for USD 11/28/08 5,550,499 73,902
----------- --------
$28,912,324 $570,262
=========== ========

(Value on Settlement Date $29,482,586)

Notes to Schedule of Investments

ADR = American Depositary Receipt

CHF = Swiss Franc

FHLB = Federal Home Loan Bank

SPDR = Standard & Poor's Depositary Receipts

USD = United States Dollar

(1) Non-income producing.

(2) The rate indicated is the yield to maturity at purchase.

(3) Category is less than 0.005%.

As of October 31, 2008, securities with an aggregate value of $73,711,524,
which represented 1.4% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.

- ------
11

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
ASSETS

Investment securities, at value (cost of $5,786,935,178) $5,444,236,113

Receivable for investments sold 209,941,001

Receivable for forward foreign currency exchange contracts 570,262

Receivable for capital shares sold 989,530

Dividends and interest receivable 6,252,498
--------------
5,661,989,404
--------------

LIABILITIES

Disbursements in excess of demand deposit cash 75,292

Payable for investments purchased 206,580,490

Payable for capital shares redeemed 8,610,780

Accrued management fees 4,597,291

Service fees (and distribution fees -- A Class and R Class)
payable 20,027

Distribution fees payable 617
--------------
219,884,497
--------------

NET ASSETS $5,442,104,907
==============

See Notes to Financial Statements.

- ------
12

OCTOBER 31, 2008
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $6,134,184,165

Undistributed net investment income 25,735,002

Accumulated net realized loss on investment and foreign currency
transactions (375,511,971)

Net unrealized depreciation on investments and translation of
assets and liabilities in foreign currencies (342,302,289)
--------------
$5,442,104,907
==============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets $5,275,836,038

Shares outstanding 336,703,553

Net asset value per share $15.67

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $76,338,522

Shares outstanding 4,766,262

Net asset value per share $16.02

A CLASS, $0.01 PAR VALUE

Net assets $85,722,822

Shares outstanding 5,627,870

Net asset value per share $15.23

Maximum offering price (net asset value divided by 0.9425) $16.16

B CLASS, $0.01 PAR VALUE

Net assets $40,507

Shares outstanding 2,615

Net asset value per share $15.49

C CLASS, $0.01 PAR VALUE

Net assets $891,130

Shares outstanding 62,238

Net asset value per share $14.32

R CLASS, $0.01 PAR VALUE

Net assets $3,275,888

Shares outstanding 215,905

Net asset value per share $15.17

See Notes to Financial Statements.

- ------
13

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of $1,241,007) $ 105,527,691

Interest 4,145,003

Securities lending, net 1,314,100
----------------
110,986,794
----------------

EXPENSES:

Management fees 81,238,791

Distribution fees:

B Class 352

C Class 11,848

Service fees:

B Class 117

C Class 3,949

Distribution and service fees:

A Class 396,280

R Class 25,979

Directors' fees and expenses 221,240

Other expenses 23,248
----------------
81,921,804
----------------

NET INVESTMENT INCOME (LOSS) 29,064,990
----------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions (363,366,519)

Foreign currency transactions (5,205,201)
----------------
(368,571,720)
----------------

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

Investments (3,219,330,581)

Translation of assets and liabilities in foreign currencies 2,274,544
----------------
(3,217,056,037)
----------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (3,585,627,757)
----------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(3,556,562,767)
================

See Notes to Financial Statements.

- ------
14

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007
Increase (Decrease) in Net Assets 2008 2007

OPERATIONS

Net investment income (loss) $ 29,064,990 $ (4,015,646)

Net realized gain (loss) (368,571,720) 3,112,565,031

Change in net unrealized appreciation
(depreciation) (3,217,056,037) (479,633,923)
--------------- ---------------
Net increase (decrease) in net assets
resulting from operations (3,556,562,767) 2,628,915,462
--------------- ---------------

DISTRIBUTIONS TO SHAREHOLDERS

From net realized gains:

Investor Class (2,312,270,157) (903,904,830)

Institutional Class (65,091,994) (69,893,181)

A Class (50,919,711) (26,545,325)

B Class (11,669) --

C Class (533,319) (210,990)

R Class (1,501,522) (578,901)
--------------- ---------------
Decrease in net assets from distributions (2,430,328,372) (1,001,133,227)
--------------- ---------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets from
capital share transactions 794,859,566 (5,966,539,859)
--------------- ---------------

NET INCREASE (DECREASE) IN NET ASSETS (5,192,031,573) (4,338,757,624)

NET ASSETS

Beginning of period 10,634,136,480 14,972,894,104
--------------- ---------------
End of period $ 5,442,104,907 $10,634,136,480
=============== ===============

Undistributed net investment income $25,735,002 $1,874,213
=============== ===============

See Notes to Financial Statements.

- ------
15

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MULTIPLE CLASS -- The fund is authorized to issue the Investor Class, the
Institutional Class, the A Class, the B Class, the C Class and the R Class.
The A Class may incur an initial sales charge. The A Class, the B Class, and
the C Class may be subject to a contingent deferred sales charge. The share
classes differ principally in their respective sales charges and distribution
and shareholder servicing expenses and arrangements. All shares of the fund
represent an equal pro rata interest in the net assets of the class to which
such shares belong, and have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except for class specific expenses
and exclusive rights to vote on matters affecting only individual classes.
Income, non-class specific expenses, and realized and unrealized capital gains
and losses of the fund are allocated to each class of shares based on their
relative net assets. Sale of the B Class commenced on September 28, 2007.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs 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, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the fund determines that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the fund to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Interest income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

SECURITIES ON LOAN -- The fund may lend portfolio securities through its
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. The fund continues to recognize any gain or loss in
the market price of the securities loaned and records any interest earned or
dividends declared.

FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

- ------
16

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The fund records the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The fund may enter into forward
foreign currency exchange contracts to facilitate transactions of securities
denominated in a foreign currency or to hedge the fund's exposure to foreign
currency exchange rate fluctuations. The net U.S. dollar value of foreign
currency underlying all contractual commitments held by the fund and the
resulting unrealized appreciation or depreciation are determined daily using
prevailing exchange rates. The fund bears the risk of an unfavorable change in
the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. The fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable the fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to the fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is the fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The fund has adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes -- an interpretation of FASB Statement No. 109" during the
current fiscal year. The fund is no longer subject to examination by tax
authorities for years prior to 2005. At this time, management believes there
are no uncertain tax positions which, based on their technical merit, would
not be sustained upon examination and for which it is reasonably possible that
the total amounts of unrecognized tax benefits will significantly change in
the next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income and net
realized gains, if any, are generally declared and paid annually.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the fund. In addition, in the normal
course of business, the fund enters into contracts that provide general
indemnifications. The fund's maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the fund.
The risk of material loss from such claims is considered by management to be
remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

- ------
17

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the fund, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of the fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule ranges from 0.80% to 1.00% for the Investor Class, A Class, B Class,
C Class and R Class. The Institutional Class is 0.20% less at each point
within the range. The effective annual management fee for each class of the
fund for the year ended October 31, 2008 was 0.99% for the Investor Class, A
Class, B Class, C Class and R Class, and 0.79% for the Institutional Class.

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the A
Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plans provide that the A Class will pay American
Century Investment Services, Inc. (ACIS) an annual distribution and service
fee of 0.25%. The plans provide that the B Class and the C Class will each pay
ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans
provide that the R Class will pay ACIS an annual distribution and service fee
of 0.50%. The fees are computed and accrued daily based on each class's daily
net assets and paid monthly in arrears. The fees are used to pay financial
intermediaries for distribution and individual shareholder services. Fees
incurred under the plans during the year ended October 31, 2008, are detailed
in the Statement of Operations.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM js an equity
investor in ACC. Prior to December 12, 2007, the fund had a bank line of
credit agreement with JPMorgan Chase Bank (JPMCB). The fund has a securities
lending agreement with JPMCB. JPMCB is a custodian of the fund and a wholly
owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the year ended October 31, 2008, were $12,387,917,945 and
$13,921,630,735, respectively.

- ------
18

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the fund were as follows:

Year ended October 31, 2008 Year ended October 31, 2007(1)
Shares Amount Shares Amount
INVESTOR
CLASS/SHARES
AUTHORIZED 3,500,000,000 3,500,000,000
============= ==============
Sold 15,047,819 $ 349,727,360 15,640,310 $ 449,268,460

Issued in
reinvestment of
distributions 91,021,431 2,229,114,850 31,578,213 862,400,995

Redeemed (70,022,806) (1,625,259,696) (218,773,176) (6,268,934,963)
------------- --------------- ------------- ----------------
36,046,444 953,582,514 (171,554,653) (4,957,265,508)
------------- --------------- ------------- ----------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 200,000,000 200,000,000
============= ==============
Sold 1,768,195 41,370,627 5,102,384 149,551,045

Issued in
reinvestment of
distributions 2,567,071 64,151,093 2,452,199 67,876,857

Redeemed (9,133,416) (232,001,615) (35,145,354) (1,017,687,602)
------------- --------------- ------------- ----------------
(4,798,150) (126,479,895) (27,590,771) (800,259,700)
------------- --------------- ------------- ----------------
A CLASS/SHARES
AUTHORIZED 100,000,000 100,000,000
============= ==============
Sold 1,495,972 34,046,242 1,553,608 44,553,790

Issued in
reinvestment of
distributions 2,076,111 49,536,018 961,764 25,823,362

Redeemed (5,107,987) (116,870,252) (9,767,093) (274,240,889)
------------- --------------- ------------- ----------------
(1,535,904) (33,287,992) (7,251,721) (203,863,737)
------------- --------------- ------------- ----------------
B CLASS/SHARES
AUTHORIZED 50,000,000 50,000,000
============= ==============
Sold 1,429 39,247 790 25,000

Issued in
reinvestment of
distributions 478 11,669 -- --

Redeemed (82) (1,808) -- --
------------- --------------- ------------- ----------------
1,825 49,108 790 25,000
------------- --------------- ------------- ----------------
C CLASS/SHARES
AUTHORIZED 50,000,000 50,000,000
============= ==============
Sold 18,798 403,824 7,068 191,037

Issued in
reinvestment of
distributions 22,734 513,343 7,494 194,552

Redeemed (46,798) (965,829) (69,636) (1,880,114)
------------- --------------- ------------- ----------------
(5,266) (48,662) (55,074) (1,494,525)
------------- --------------- ------------- ----------------
R CLASS/SHARES
AUTHORIZED 50,000,000 50,000,000
============= ==============
Sold 104,389 2,462,123 81,270 2,326,954

Issued in
reinvestment of
distributions 56,879 1,354,849 20,532 551,893

Redeemed (127,380) (2,772,479) (236,741) (6,560,236)
------------- --------------- ------------- ----------------
33,888 1,044,493 (134,939) (3,681,389)
------------- --------------- ------------- ----------------
Net increase
(decrease) 29,742,837 $ 794,859,566 (206,586,368) $(5,966,539,859)
============= =============== ============= ================

(1) September 28, 2007 (commencement of sale) through October 31, 2007 for the
B Class.

5. SECURITIES LENDING

As of October 31, 2008, the fund did not have any securities on loan. JPMCB
receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. The fund's risks in securities lending are
that the borrower may not provide additional collateral when required or
return the securities when due. If the borrower defaults, receipt of the
collateral by the fund may be delayed or limited. Investments made with cash
collateral may decline in value.

- ------
19

6. BANK LINE OF CREDIT

Effective December 12, 2007, the fund, along with certain other funds managed
by ACIM or ACGIM, has a $500,000,000 unsecured bank line of credit agreement
with Bank of America, N.A. Prior to December 12, 2007, the fund, along with
certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured
bank line of credit agreement with JPMCB. The fund may borrow money for
temporary or emergency purposes to fund shareholder redemptions. Borrowings
under the agreement, which is subject to annual renewal, bear interest at the
Federal Funds rate plus 0.40%. The line expired December 10, 2008, and was not
renewed. The fund did not borrow from either line during the year ended
October 31, 2008.

7. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic developments, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws or restrictions.

8. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

2008 2007
DISTRIBUTIONS PAID FROM
Ordinary income -- --
Long-term capital gains $2,430,328,372 $1,001,133,227

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

Federal tax cost of investments $5,961,236,585
==============
Gross tax appreciation of investments $ 303,584,914

Gross tax depreciation of investments (820,585,386)
--------------
Net tax appreciation (depreciation) of investments $(517,000,472)
==============
Net tax appreciation (depreciation) on translation of assets and
liabilities in foreign currencies $ (173,486)
--------------
Net tax appreciation (depreciation) $(517,173,958)
==============
Undistributed ordinary income $26,305,264

Accumulated capital losses $(201,210,564)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and the realization for tax purposes of unrealized gains
on certain forward foreign currency contracts.

The accumulated capital losses listed above represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. The capital loss carryovers expire in 2016.

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20

9. RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in
September 2006, which is effective for fiscal years beginning after November
15, 2007. FAS 157 defines fair value, establishes a framework for measuring
fair value and expands the required financial statement disclosures about fair
value measurements. The adoption of FAS 157 will not materially impact the
determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.

10. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

The fund hereby designates $2,430,328,372, or up to the maximum amount
allowable, of long-term capital gains distributions for the fiscal year ended
October 31, 2008.

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21

FINANCIAL HIGHLIGHTS
Ultra

Investor Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning of
Period $33.48 $28.55 $29.02 $27.17 $26.01
------ ------ ------ ------ ------
Income From Investment
Operations

Net Investment Income
(Loss)(1) 0.08 (0.01) (0.06) 0.02 (0.05)

Net Realized and Unrealized
Gain (Loss) (9.95) 6.95 (0.37) 1.83 1.21
------ ------ ------ ------ ------
Total From Investment
Operations (9.87) 6.94 (0.43) 1.85 1.16
------ ------ ------ ------ ------
Distributions

From Net Investment Income -- -- (0.04) -- --

From Net Realized Gains (7.94) (2.01) -- -- --
------ ------ ------ ------ ------
Total Distributions (7.94) (2.01) (0.04) -- --
------ ------ ------ ------ ------
Net Asset Value, End of Period $15.67 $33.48 $28.55 $29.02 $27.17
====== ====== ====== ====== ======

TOTAL RETURN(2) (38.02)% 25.89% (1.51)% 6.81% 4.46%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets 0.99% 0.99% 0.99% 0.99% 0.99%

Ratio of Net Investment Income
(Loss) to Average Net Assets 0.36% (0.04)% (0.15)% 0.09% (0.20)%

Portfolio Turnover Rate 152% 93% 62% 33% 34%

Net Assets, End of Period (in
millions) $5,276 $10,066 $13,482 $18,904 $20,708

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset value to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

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22

Ultra

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period $33.98 $28.90 $29.38 $27.44 $26.22
------- ------ ------ ------ ------
Income From
Investment Operations

Net Investment
Income (Loss)(1) 0.15 0.05 --(2) 0.07 --(2)

Net Realized and
Unrealized Gain
(Loss) (10.17) 7.04 (0.38) 1.87 1.22
------- ------ ------ ------ ------
Total From
Investment
Operations (10.02) 7.09 (0.38) 1.94 1.22
------- ------ ------ ------ ------
Distributions

From Net
Investment Income -- -- (0.10) -- --

From Net Realized
Gains (7.94) (2.01) -- -- --
------- ------ ------ ------ ------
Total
Distributions (7.94) (2.01) (0.10) -- --
------- ------ ------ ------ ------
Net Asset Value, End
of Period $16.02 $33.98 $28.90 $29.38 $27.44
======= ====== ====== ====== ======

TOTAL RETURN(3) (37.89)% 26.14% (1.33)% 7.07% 4.65%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets 0.79% 0.79% 0.79% 0.79% 0.79%

Ratio of Net
Investment Income
(Loss) to Average Net
Assets 0.56% 0.16% 0.05% 0.29% 0.00%

Portfolio Turnover
Rate 152% 93% 62% 33% 34%

Net Assets, End of
Period (in thousands) $76,339 $325,035 $1,073,767 $1,460,343 $1,055,145

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

(2) Per-share amount was less than $0.005.

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset value to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

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23

Ultra

A Class(1)
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period $32.83 $28.11 $28.61 $26.85 $25.77
------ ------ ------ ------ ------
Income From Investment
Operations

Net Investment Income
(Loss)(2) 0.03 (0.08) (0.13) (0.05) (0.12)

Net Realized and
Unrealized Gain (Loss) (9.69) 6.81 (0.37) 1.81 1.20
------ ------ ------ ------ ------
Total From Investment
Operations (9.66) 6.73 (0.50) 1.76 1.08
------ ------ ------ ------ ------
Distributions

From Net Realized Gains (7.94) (2.01) -- -- --
------ ------ ------ ------ ------
Net Asset Value, End of
Period $15.23 $32.83 $28.11 $28.61 $26.85
====== ====== ====== ====== ======

TOTAL RETURN(3) (38.19)% 25.56% (1.75)% 6.55% 4.19%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.24% 1.24% 1.24% 1.24% 1.24%

Ratio of Net Investment
Income (Loss) to Average
Net Assets 0.11% (0.29)% (0.40)% (0.16)% (0.45)%

Portfolio Turnover Rate 152% 93% 62% 33% 34%

Net Assets, End of Period
(in thousands) $85,723 $235,217 $405,173 $639,792 $738,032

(1) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset value to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.

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24

Ultra

B Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
2008 2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period $33.45 $31.63
------- ------
Income From Investment Operations

Net Investment Income (Loss)(2) (0.16) (0.04)

Net Realized and Unrealized Gain (Loss) (9.86) 1.86
------- ------
Total From Investment Operations (10.02) 1.82
------- ------
Distributions

From Net Realized Gains (7.94) --
------- ------
Net Asset Value, End of Period $15.49 $33.45
======= ======

TOTAL RETURN(3) (38.64)% 5.75%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets 1.99% 1.99%(4)

Ratio of Net Investment Income (Loss) to Average Net
Assets (0.64)% (1.53)%(4)

Portfolio Turnover Rate 152% 93%(5)

Net Assets, End of Period (in thousands) $41 $26

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset value to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.

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25

Ultra

C Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning of
Period $31.54 $27.26 $27.96 $26.44 $25.57
------ ------ ------ ------ ------
Income From Investment Operations

Net Investment Income
(Loss)(1) (0.13) (0.29) (0.34) (0.26) (0.32)

Net Realized and Unrealized
Gain (Loss) (9.15) 6.58 (0.36) 1.78 1.19
------ ------ ------ ------ ------
Total From Investment
Operations (9.28) 6.29 (0.70) 1.52 0.87
------ ------ ------ ------ ------
Distributions

From Net Realized Gains (7.94) (2.01) -- -- --
------ ------ ------ ------ ------
Net Asset Value, End of Period $14.32 $31.54 $27.26 $27.96 $26.44
====== ====== ====== ====== ======

TOTAL RETURN(2) (38.63)% 24.64% (2.50)% 5.75% 3.40%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets 1.99% 1.99% 1.99% 1.99% 1.99%

Ratio of Net Investment Income
(Loss) to Average Net Assets (0.64)% (1.04)% (1.15)% (0.91)% (1.20)%

Portfolio Turnover Rate 152% 93% 62% 33% 34%

Net Assets, End of Period (in
thousands) $891 $2,129 $3,342 $5,601 $4,836

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset value to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.

- ------
26

Ultra

R Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period $32.80 $28.15 $28.72 $27.01 $25.99
------ ------ ------ ------ ------
Income From Investment Operations

Net Investment Income
(Loss)(1) (0.03) (0.15) (0.21) (0.12) (0.22)

Net Realized and
Unrealized Gain (Loss) (9.66) 6.81 (0.36) 1.83 1.24
------ ------ ------ ------ ------
Total From Investment
Operations (9.69) 6.66 (0.57) 1.71 1.02
------ ------ ------ ------ ------
Distributions

From Net Realized Gains (7.94) (2.01) -- -- --
------ ------ ------ ------ ------
Net Asset Value, End of
Period $15.17 $32.80 $28.15 $28.72 $27.01
====== ====== ====== ====== ======

TOTAL RETURN(2) (38.35)% 25.26% (1.98)% 6.33% 3.92%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.49% 1.49% 1.49% 1.44%(3) 1.49%

Ratio of Net Investment
Income (Loss) to Average Net
Assets (0.14)% (0.54)% (0.65)% (0.36)%(3) (0.70)%

Portfolio Turnover Rate 152% 93% 62% 33% 34%

Net Assets, End of Period
(in thousands) $3,276 $5,971 $8,922 $8,367 $4,545

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
value to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(3) During the year ended October 31, 2005, the class received a partial
reimbursement of its distribution and service fee. Had fees not been
reimbursed the annualized ratio of operating expenses to average net assets
and annualized ratio of net investment income (loss) to average net assets
would have been 1.49% and (0.41)%, respectively.

See Notes to Financial Statements.

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27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Ultra Fund, one of the funds
constituting American Century Mutual Funds, Inc. (the "Corporation"), as of
October 31, 2008, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. The Corporation is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Corporation's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
October 31, 2008, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Ultra Fund, one of the funds constituting American Century Mutual Funds, Inc.,
as of October 31, 2008, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended, in conformity with accounting principles generally accepted in the
United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008

- ------
28

MANAGEMENT

The individuals listed below serve as directors or officers of the fund. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue
of their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or
indirect, subsidiaries, including the fund's investment advisor, American
Century Investment Management, Inc. (ACIM or the advisor); the fund's
principal underwriter, American Century Investment Services, Inc. (ACIS); and
the fund's transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers
of, and have no financial interest in, ACC or any of its wholly owned, direct
or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century Investments family of funds.

All persons named as officers of the fund also serve in similar capacities for
the other 14 investment companies in the American Century Investments family
of funds advised by ACIM or American Century Global Investment Management,
Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only
officers with policy-making functions are listed. No officer is compensated
for his or her service as an officer of the fund. The listed officers are
interested persons of the fund and are appointed or re-appointed on an annual
basis.

INTERESTED DIRECTORS

JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1924
POSITION(S) HELD WITH FUND: Director (since 1958) and Vice Chairman (since
2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1963
POSITION(S) HELD WITH FUND: Director (since 2007) and President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley
(March 2000 to November 2005)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 111
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

- ------
29

INDEPENDENT DIRECTORS

THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1940
POSITION(S) HELD WITH FUND: Director (since 1980)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated
Investments, LLC (real estate investment company); Managing Member, Brown
Cascade Properties, LLC (real estate investment company); Retired, Area Vice
President, Applied Industrial Technologies (bearings and power transmission
company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUND: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1942
POSITION(S) HELD WITH FUND: Director (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC
(private equity fund manager); Chief Financial Officer, Plaza Belmont LLC
(September 1999 to September 2006)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Saia, Inc.; Entertainment Properties
Trust

DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1937
POSITION(S) HELD WITH FUND: Director (since 1995) and Chairman of the Board
(since 2005)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, Western Investments, Inc. (real estate company); Retired Chairman of
the Board, Butler Manufacturing Company (metal buildings producer)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1943
POSITION(S) HELD WITH FUND: Director (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive
Officer and Founder, Sayers40, Inc., (technology products and services
provider)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUND: Director (since 1994)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, Sprint Corporation (telecommunications company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: DST Systems, Inc.; Euronet Worldwide,
Inc.; Charming Shoppes, Inc.

- ------
30

JOHN R. WHITTEN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1946
POSITION(S) HELD WITH FUND: Director (since 2008)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Project Consultant, Celanese
Corp. (industrial chemical company) (September 2004 to January 2005); Chief
Financial Officer, Vice President and Treasurer, Applied Industrial
Technologies, Inc. (bearings and power transmission company) (1995 to 2003)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Rudolph Technologies, Inc.

OFFICERS

BARRY FINK, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1955
POSITION(S) HELD WITH FUND: Executive Vice President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007);
Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as:
Director, ACC, ACS, ACIS and other ACC subsidiaries

MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1956
POSITION(S) HELD WITH FUND: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS

CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1957
POSITION(S) HELD WITH FUND: General Counsel (since 2007) and Senior Vice
President (since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS,
ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1966
POSITION(S) HELD WITH FUND: Vice President, Treasurer and Chief Financial
Officer (all since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February
2000 to present) and Controller, various American Century Investments funds
(1997 to September 2006)

JON ZINDEL, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1967
POSITION(S) HELD WITH FUND: Tax Officer (since 1998)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS

The SAI has additional information about the fund's directors and is available
without charge, upon request, by calling 1-800-345-2021.

- ------
31

APPROVAL OF MANAGEMENT AGREEMENT
Ultra

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century Investments, this process is referred to as the
"15(c) Process." As a part of this process, the board reviews fund
performance, shareholder services, audit and compliance information, and a
variety of other reports from the advisor concerning fund operations. In
addition to this annual review, the board of directors oversees and evaluates
on a continuous basis at its quarterly meetings the nature and quality of
significant services performed by the advisor, fund performance, audit and
compliance information, and a variety of other reports relating to fund
operations. The board, or committees of the board, also holds special meetings
as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Ultra (the "fund") and the services
provided to the fund under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the fund to the cost of owning a similar
fund;

* data comparing the fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the fund's board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.

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32

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the fund, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management agreement under the terms ultimately
determined by the board to be appropriate, the Directors' decision was based
on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the fund. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.

- ------
33

to conduct their business. At each quarterly meeting the Directors review
investment performance information for the fund, together with comparative
information for appropriate benchmarks and peer groups of funds managed
similarly to the fund. The Directors also review detailed performance
information during the 15(c) Process comparing the fund's performance with
that of similar funds not managed by the advisor. If performance concerns are
identified, the Directors discuss with the advisor the reasons for such
results (e.g., market conditions, security selection) and any efforts being
undertaken to improve performance. The fund's performance was above the median
for its peer group for the one-year period and below the median for the
three-year period.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the fund with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the fund, its
profitability in managing the fund, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the fund.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the fund specifically, the expenses incurred by the advisor
in providing various functions to the fund, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the fund increases in size, and through reinvestment in its
business to provide shareholders additional content and services.

- ------
34

COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
fund's independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of the fund was below the median of the total expense ratios
of its peer group. The board concluded that the management fee paid by the
fund to the advisor was reasonable in light of the services provided to the
fund.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the fund. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the fund. The
Directors analyzed this information and concluded that the fees charged and
services provided to the fund were reasonable by comparison.

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the fund. They concluded that the advisor's primary business
is managing mutual funds and it generally does not use the fund or shareholder
information to generate profits in other lines of business, and therefore does
not derive any significant collateral benefits from them. The Directors noted
that the advisor receives proprietary research from broker-dealers that
execute fund portfolio transactions and concluded that this research is likely
to benefit fund shareholders. The Directors also determined that the advisor
is able to provide investment management services to certain clients other
than the fund, at least in part, due to its existing infrastructure built to
serve the fund complex. The Directors concluded, however, that the assets of
those other clients are not material to the analysis and, in any event, are
included with the assets of the fund to determine breakpoints in the fund's
fee schedule, provided they are managed using the same investment team and
strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the fund
and the advisor is fair and reasonable in light of the services provided and
should be renewed.

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35

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, distributions you receive from certain IRAs, or 403(b),
457 and qualified plans are subject to federal income tax withholding, unless
you elect not to have withholding apply. Tax will be withheld on the total
amount withdrawn even though you may be receiving amounts that are not subject
to withholding, such as nondeductible contributions. In such case, excess
amounts of withholding could occur. You may adjust your withholding election
so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient. You can reduce or defer the income tax on a distribution
by directly or indirectly rolling such distribution over to another IRA or
eligible plan. You should consult your tax advisor for additional information.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the fund's investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the fund. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission (SEC) for the first and third quarters of each fiscal
year on Form N-Q. The fund's Form N-Q is available on the SEC's website at
sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in
Washington, DC. Information on the operation of the Public Reference Room may
be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year
available on its website at americancentury.com and, upon request, by calling
1-800-345-2021.

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36

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The S&P 500 INDEX is a market value-weighted index of the stocks of 500
publicly traded U.S. companies chosen for market size, liquidity, and industry
group representation that are considered to be leading firms in dominant
industries. Each stock's weight in the index is proportionate to its market
value. Created by Standard & Poor's, it is considered to be a broad measure of
U.S. stock market performance.

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37

NOTES

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38

NOTES

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39

NOTES

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40

[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE. . . . . . . . . . . . . . . . . 1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE. . . . . . . . . . . . . . 1-800-345-2021 or
816-531-5575

INVESTORS USING ADVISORS. . . . . . . . . . . . . . . . . . 1-800-378-9878

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES. . . . . . . . 1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF. . . . . . . . . . . 1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general information
of our shareholders. The report is not authorized for distribution to prospective
investors unless preceded or accompanied by an effective prospectus.

American Century Investments PRSRT STD
P.O. Box 419200 U.S. POSTAGE PAID
Kansas City, MO 64141-6200 AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

0812
CL-ANN-62717S

[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

American Century Investments

GROWTH FUND
VISTA(SM) FUND

PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
October 31, 2008. It was a time of enormous upheaval and change. We understand
and appreciate the challenges you have faced during this historic period, and
share your concerns about the economy, the markets, and fund holdings. To help
address these issues, I'd like to provide my perspective on how we have
managed--and continue to manage--your investments in these uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns. . . . . . . . . . . . . . . . . . . . . . 2

GROWTH

Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . . 6
Types of Investments in Portfolio . . . . . . . . . . . . . . . . . 6

VISTA

Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . . 9
Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . . 10
Types of Investments in Portfolio . . . . . . . . . . . . . . . . . 10

Shareholder Fee Examples . . . . . . . . . . . . . . . . . . . . . . 11

FINANCIAL STATEMENTS

Schedule of Investments. . . . . . . . . . . . . . . . . . . . . . . 13
Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . 19
Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . 21
Statement of Changes in Net Assets . . . . . . . . . . . . . . . . . 22
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . 23
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . 30
Report of Independent Registered Public Accounting Firm. . . . . . . 38

OTHER INFORMATION

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Approval of Management Agreements for Growth and Vista . . . . . . . 42
Additional Information . . . . . . . . . . . . . . . . . . . . . . . 47
Index Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 48

The opinions expressed in the Market Perspective and each of the Portfolio
Commentaries reflect those of the portfolio management team as of the date of
the report, and do not necessarily represent the opinions of American Century
Investments or any other person in the American Century Investments
organization. Any such opinions are subject to change at any time based upon
market or other conditions and American Century Investments disclaims any
responsibility to update such opinions. These opinions may not be relied upon
as investment advice and, because investment decisions made by American
Century Investments funds are based on numerous factors, may not be relied
upon as an indication of trading intent on behalf of any American Century
Investments fund. Security examples are used for representational purposes
only and are not intended as recommendations to purchase or sell securities.
Performance information for comparative indices and securities is provided to
American Century Investments by third party vendors. To the best of American
Century Investments' knowledge, such information is accurate at the time of
printing.

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

The year ended October 31, 2008, was one of the most turbulent periods for the
U.S. equity market since the Great Depression. As the accompanying table
shows, stocks declined sharply across the board as a "perfect storm" of
negative influences undermined investor confidence and produced a dramatic
increase in market volatility.

The biggest impact came from the credit crisis that grew out of the housing
and mortgage meltdowns in 2007. Credit conditions deteriorated throughout the
one-year period, culminating in a liquidity crisis that led to the downfall of
a number of major financial companies. Examples included the government
conservatorship of mortgage lenders Fannie Mae and Freddie Mac, the bankruptcy
of brokerage firm Lehman Brothers, and the government bailout of insurer
American International Group. Despite efforts by the U.S. government and
Federal Reserve to provide systemic stability, the credit markets remained
frozen.

Diminishing economic activity also weighed on the stock market. After
decelerating in 2007, the U.S. economy weakened further in 2008 as consumer
spending stalled, the housing downturn worsened, and the unemployment rate
reached its highest level since 1994. The U.S. economic slowdown spread to
other parts of the world, increasing the likelihood of a global recession.

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies boosted the prices of energy and
many other commodities to record highs by mid-2008. However, the global
economic slowdown led to a sharp reversal in commodity prices during the last
few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions--significant monetary
stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP) -36.80%
Russell 1000 Value Index -36.80%
Russell 1000 Growth Index -36.95%

RUSSELL MIDCAP INDEX -40.67%
Russell Midcap Value Index -38.83%
Russell Midcap Growth Index -42.65%

RUSSELL 2000 INDEX (SMALL-CAP) -34.16%
Russell 2000 Value Index -30.54%
Russell 2000 Growth Index -37.87%

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2

PERFORMANCE
Growth

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years 10 years Inception Date

INVESTOR CLASS -33.86% 0.62% -0.02% 13.21% 6/30/71(1)

RUSSELL 1000
GROWTH INDEX(2) -36.95% -1.29% -2.10% N/A(3) --

Institutional
Class -33.71% 0.83% 0.20% 2.41% 6/16/97

Advisor
Class -34.03% 0.37% -0.28% 2.42% 6/4/97

R Class -34.21% 0.12% -- 0.90% 8/29/03

(1) Although the fund's actual inception date was 10/31/58, this inception
date corresponds with the investment advisor's implementation of its current
investment philosophy and practices.

(2) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

Lipper Fund Performance -- Performance data is total return, and is
preliminary and subject to revision.

The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(3) Benchmark began 12/29/78.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

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3

Growth

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 36.31% 11.49% -34.14% -17.09% 16.62% 6.78% 7.47% 11.51% 21.86% -33.86%

Russell
1000
Growth
Index 34.25% 9.33% -39.95% -19.62% 21.81% 3.38% 8.81% 10.84% 19.23% -36.95%

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

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4

PORTFOLIO COMMENTARY
Growth

Portfolio Managers: Greg Woodhams and Prescott LeGard

PERFORMANCE SUMMARY

Growth returned -33.86%* during the 12 months ended October 31, 2008.
By comparison, Growth outperformed its benchmark--the Russell 1000 Growth
Index--and the Lipper Large-Cap Growth Funds category average, which returned
- -36.95% and -38.55%,** respectively. See the previous page for the portfolio's
long-term performance compared with its benchmark.

The portfolio declined in a year of unprecedented turmoil in financial
markets. No sector contributed positively to absolute returns; information
technology shares detracted most. Growth held up better than the Russell index
thanks to contributions from a number of sectors, led by consumer
discretionary, financials, and materials shares. Information technology and
industrials were the only sectors to detract from relative results.

CONSUMER DISCRETIONARY CONTRIBUTED MOST

Outperformance in the consumer discretionary sector was driven by stock picks
in the multiline and specialty retail industries. The sector was home to the
number-one overall contributor to relative results, an overweight position in
Family Dollar Stores. In the specialty retail segment, performance benefited
from larger-than-benchmark weightings in Urban Outfitters and The TJX
Companies, which operates the T.J. Maxx and Marshalls chains, among others.
Having exposure to these and other discount retailers during the period
benefited portfolio performance in this difficult economic environment.

For example, in the consumer staples sector, Wal-Mart saw increased customer
traffic while continuing to make progress on its turnaround. Wal-Mart was a
top-five contributor to portfolio performance.

OTHER KEY CONTRIBUTORS

Financials shares also helped relative performance, thanks to stock selection
in the insurance space, as well as underweight positions in consumer finance
and thrifts. The key contribution to relative results came from an overweight
position in Chubb Corporation. Chubb had an essentially flat return during an
otherwise very difficult year for financials stocks because it's seen as a
well-capitalized, higher-quality name.

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Apple, Inc. 3.4% 3.4%
Wal-Mart Stores, Inc. 3.1% 2.1%
Procter & Gamble Co. (The) 3.0% 1.3%
Cisco Systems, Inc. 3.0% 1.6%
QUALCOMM, Inc. 2.8% 2.5%
Coca-Cola Co. (The) 2.8% 2.2%
Google, Inc., Class A 2.3% 0.9%
Oracle Corp. 2.3% 0.8%
Raytheon Co. 2.3% 1.9%
Union Pacific Corp. 2.2% 0.4%

* All fund returns referenced in this commentary are for Investor Class
shares.

** The Lipper Large-Cap Growth Funds category average returns for the five-
and 10-year periods ended October 31, 2008, were -1.58% and -0.71%,
respectively.

- ------
5

Growth

Materials shares also helped relative performance, led by stock selection.
Monsanto, the world's largest seed producer, was the leading contributor in
this space. It also helped to be underweight in the chemicals and metals and
mining industries, which suffered from falling commodity prices and the
outlook for slower economic growth and tighter credit. The portfolio had no
exposure to the poorest-performing fertilizer and steel companies, led by
Mosaic and U.S. Steel, respectively.

IT, INDUSTRIALS DETRACTED

The information technology sector was the largest detractor from relative
return. Stock selection in the software industry hurt performance, behind an
underweight position in Microsoft, which was seen as a "safe haven" during the
market turmoil. An underweight position and stock selection in IT services
also detracted. Here it hurt to be underrepresented in IBM, another big
safe-haven play, and overweight in Western Union and DST Systems during the
period.

The industrial sector underperformed due to positioning in the electrical
equipment, commercial services, road and rail, and building products
industries. Stock selection was mixed, but allocation detracted--the portfolio
was overweight the poor-performing electrical equipment companies, and
underrepresented in the other industry segments, which held up better.

OUTLOOK

The Growth team's investment process focuses on large companies exhibiting
sustainable improvement in their businesses. The managers have a thesis on
each stock they own and devote their entire research effort toward identifying
the companies in each sector and industry that they feel are likely to
outperform. It is the managers' belief that owning such companies will
generate outperformance over time versus the Russell 1000 Growth Index and the
other funds in the large-growth peer group.

As a result, the portfolio's sector and industry selection as well as
capitalization range allocations are primarily a result of identifying what
the managers believe to be superior individual securities. As of October 31,
2008, they found opportunity in the health care and consumer discretionary
sectors, the portfolio's largest overweight positions. The most notable sector
underweights were in information technology and energy shares.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Health Care Equipment & Supplies 8.1% 8.2%
Software 6.7% 4.4%
Communications Equipment 5.7% 8.1%
Semiconductors & Semiconductor Equipment 5.3% 5.7%
Oil, Gas & Consumable Fuels 5.1% 6.4%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Domestic Common Stocks 94.1% 93.1%
Foreign Common Stocks(1) 4.6% 6.3%

TOTAL COMMON STOCKS 98.7% 99.4%

Temporary Cash Investments 1.3% 0.5%
Other Assets and Liabilities(2) --(3) 0.1%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Includes securities lending collateral and other assets and liabilities.

(3) Category is less than 0.05% of total net assets.

- ------
6

PERFORMANCE
Vista

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years 10 years Inception Date

INVESTOR CLASS -43.58% 2.85% 8.39% 8.85% 11/25/83

RUSSELL MIDCAP
GROWTH INDEX(1) -42.65% -0.18% 2.20% N/A(2) --

Institutional
Class -43.50% 3.04% 8.59% 3.79% 11/14/96

Advisor Class -43.72% 2.59% 8.13% 2.71% 10/2/96

R Class -43.87% -- -- -3.67% 7/29/05

(1) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

(2) Benchmark began 12/31/85.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

- ------
7

Vista

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
              1999     2000      2001       2002     2003     2004     2005    2006     2007      2008

Investor
Class        66.24%   66.16%    -37.48%   -12.90%   29.41%    9.77%   14.08%   9.07%   49.39%   -43.58%

Russell
Midcap
Growth
Index        37.66%   38.67%    -42.78%   -17.61%   39.30%    8.77%   15.91%  14.51%   19.72%   -42.65%

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.


- ------
8


PORTFOLIO COMMENTARY
Vista

Portfolio Managers: Glenn Fogle and Brad Eixmann

PERFORMANCE SUMMARY

Vista returned -43.58%* for the 12 months ended October 31, 2008,
underperforming the -42.65% return of its benchmark, the Russell Midcap Growth
Index.

As discussed in the Market Perspective on page 2, equity markets declined
during the reporting period against a backdrop of extreme market volatility as
the subprime mortgage-driven credit crisis spread further into the economy. In
this environment, mid-cap stocks underperformed their large- and small-cap
counterparts, and growth-oriented shares lagged value stocks.

Within the portfolio, poor security selection in the information technology
sector and an underweight allocation to the energy sector accounted for the
bulk of Vista's underperformance relative to the benchmark. An overweight
allocation and poor stock selection in the telecommunications sector and an
overweight allocation to the materials sector further trimmed returns.
Effective stock selection in the consumer discretionary and health care
sectors helped to offset those losses.

ENERGY, INFORMATION TECHNOLOGY LED DETRACTORS

Vista's underweight allocation to the energy sector weighed on relative
performance as oil and natural gas prices remained high for much of the
period, although energy prices declined sharply late in the period. Within the
sector, a stake in oil field services company Weatherford International
detracted from returns as its share price sank 48%.

Within the information technology sector, poor stock selection trimmed
portfolio returns. In the communications equipment and semiconductor
industries, in particular, the portfolio held overweight stakes in several
laggards.

TELECOMMUNICATIONS, MATERIALS LAGGED, BUT SOME HOLDINGS GAINED

An overweight stake and stock selection in the telecommunications sector also
curbed relative returns. Within the wireless telecommunications industry, the
portfolio maintained an overweight in NII Holdings, Inc., which provides
cellular service in burgeoning Latin American markets. Although it has
benefited performance in the past, NII detracted from returns during the
reporting period.

Top Ten Holdings as of October 31, 2008
                                             % of net         % of net
                                           assets as of     assets as of
                                             10/31/08          4/30/08
Dollar Tree, Inc.                              3.1%              --
SBA Communications Corp., Class A              2.5%             2.5%
Thermo Fisher Scientific, Inc.                 2.5%             3.0%
Midcap SPDR Trust Series 1                     2.3%              --
Express Scripts, Inc.                          2.3%             2.2%
ITT Educational Services, Inc.                 2.3%             0.2%
Ross Stores, Inc.                              2.2%              --
Medco Health Solutions, Inc.                   2.2%             2.2%
Quanta Services, Inc.                          2.2%             1.2%
Covidien Ltd.                                  2.0%              --

* All fund returns referenced in this commentary are for Investor Class
shares.


- ------
9


Vista

A higher standard of living in emerging markets, lower availability of
farmland, and greater global focus on biofuels have translated into growing
global demand for agriculture in recent reporting periods, leading to a rise
in commodities prices that benefited select chemicals companies in the
portfolio. During the reporting period, though, most of those holdings saw
share price declines amid falling commodity prices.

However, Monsanto, which is a producer of genetically modified corn seed and
pesticides, benefited relative performance. Not a constituent of the
benchmark, Monsanto experienced relatively modest share price declines during
the reporting period. Declining commodity prices drove down the share price of
fertilizer company Mosaic. Because the investment team reduced portfolio
exposure to the holding, Mosaic contributed to relative performance, although
it weighed on absolute returns.

INDUSTRIALS HOLDINGS DECLINED

In the industrials sector, we maintained an overweight position in the
construction and engineering industry. Here, overweight holding Foster Wheeler
declined on fears that weakening energy prices would reduce engineering and
construction activity. Aerospace and defense industry overweight BE Aerospace
also trimmed relative returns. The portfolio no longer holds these two
positions.

CONSUMER DISCRETIONARY, HEALTH CARE CONTRIBUTED

Effective stock selection within the consumer discretionary sector partially
offset relative losses derived in other sectors. Notably, an overweight stake
in discount variety retailer Dollar Tree, Inc. represented the single largest
contributor to Vista's relative performance.

Within the health care sector, an overweight position in the health care
providers group benefited relative returns. Here, stakes in Express Scripts
and Medco Health Solutions added to performance relative to the benchmark.

OUTLOOK

Our investment process focuses on medium-sized and smaller companies with
accelerating earnings growth rates and share price momentum. We believe that
active investing in such companies will generate outperformance over time
compared with the Russell Midcap Growth Index.

The reporting period was a difficult environment for growth- and
momentum-oriented investment styles. Looking ahead, we remain confident in our
investment beliefs that stocks which exhibit high-quality, accelerating
fundamentals, positive relative strength, and attractive valuations will
outperform in the long term.

Top Five Industries as of October 31, 2008
                                        % of net       % of net
                                      assets as of   assets as of
                                        10/31/08        4/30/08
Specialty Retail                          7.4%           5.2%
Oil, Gas & Consumable Fuels               6.4%           6.2%
Health Care Providers & Services          6.1%           4.9%
Diversified Consumer Services             5.1%           0.9%
Multiline Retail                          5.0%            --

Types of Investments in Portfolio
                                        % of net         % of net
                                      assets as of     assets as of
                                        10/31/08         4/30/08
Domestic Common Stocks                    91.7%           83.3%
Foreign Common Stocks(1)                  6.3%            14.4%

TOTAL COMMON STOCKS                       98.0%           97.7%

Temporary Cash Investments                2.1%             6.0%
Other Assets and Liabilities             (0.1)%           (3.7)%


(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.


- ------
10


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Coverdell Education Savings Accounts and IRAs
(including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


- ------
11


                                      Ending      Expenses Paid
                      Beginning      Account      During Period*    Annualized
                    Account Value     Value          5/1/08 -         Expense
                       5/1/08        10/31/08        10/31/08         Ratio*
Growth

ACTUAL

Investor Class         $1,000        $704.50          $4.28            1.00%

Institutional
Class                  $1,000        $705.60          $3.43            0.80%

Advisor Class          $1,000        $703.50          $5.35            1.25%

R Class                $1,000        $702.70          $6.42            1.50%

HYPOTHETICAL

Investor Class         $1,000       $1,020.11         $5.08            1.00%

Institutional
Class                  $1,000       $1,021.11         $4.06            0.80%

Advisor Class          $1,000       $1,018.85         $6.34            1.25%

R Class                $1,000       $1,017.60         $7.61            1.50%

Vista

ACTUAL

Investor Class         $1,000        $643.40          $4.17            1.01%

Institutional
Class                  $1,000        $643.70          $3.35            0.81%

Advisor Class          $1,000        $642.70          $5.20            1.26%

R Class                $1,000        $641.80          $6.23            1.51%

HYPOTHETICAL

Investor Class         $1,000       $1,020.06         $5.13            1.01%

Institutional
Class                  $1,000       $1,021.06         $4.12            0.81%

Advisor Class          $1,000       $1,018.80         $6.39            1.26%

R Class                $1,000       $1,017.55         $7.66            1.51%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.


- ------
12


SCHEDULE OF INVESTMENTS
Growth

OCTOBER 31, 2008

Shares                                                                  Value

Common Stocks -- 98.7%

AEROSPACE & DEFENSE -- 3.7%

    1,426,500  Honeywell International, Inc.                     $ 43,436,925
    1,373,100  Raytheon Co.                                        70,179,141
                                                               --------------
                                                                  113,616,066
                                                               --------------
AIR FREIGHT & LOGISTICS -- 1.2%
      708,700  United Parcel Service, Inc., Class B                37,405,186
                                                               --------------
AUTO COMPONENTS -- 0.7%
      962,000  BorgWarner, Inc.                                    21,616,140
                                                               --------------
BEVERAGES -- 4.3%
    1,914,100  Coca-Cola Co. (The)                                 84,335,246
      825,600  PepsiCo, Inc.                                       47,067,456
                                                               --------------
                                                                  131,402,702
                                                               --------------
BIOTECHNOLOGY -- 3.1%
      379,300  Alexion Pharmaceuticals, Inc.(1)                    15,456,475
      393,300  Genentech, Inc.(1)                                  32,620,302
    1,002,500  Gilead Sciences, Inc.(1)                            45,964,625
                                                               --------------
                                                                   94,041,402
                                                               --------------
CAPITAL MARKETS -- 1.3%
      620,200  Northern Trust Corp.                                34,923,462
      211,400  Waddell & Reed Financial, Inc., Class A              3,069,528
                                                               --------------
                                                                   37,992,990
                                                               --------------
CHEMICALS -- 2.2%
      738,200  Monsanto Co.                                        65,685,036
                                                               --------------
COMMUNICATIONS EQUIPMENT -- 5.7%
    5,092,000  Cisco Systems, Inc.(1)                              90,484,840
    2,207,700  QUALCOMM, Inc.                                      84,466,602
                                                               --------------
                                                                  174,951,442
                                                               --------------
COMPUTERS & PERIPHERALS -- 4.5%
      950,100  Apple, Inc.(1)                                     102,221,259
    3,025,400  EMC Corp.(1)                                        35,639,212
                                                               --------------
                                                                  137,860,471
                                                               --------------
DIVERSIFIED FINANCIAL SERVICES -- 1.5%
      391,600  Bank of America Corp.                                9,464,972
      526,100  Citigroup, Inc.                                      7,181,265
      348,100  IntercontinentalExchange, Inc.(1)                   29,783,436
                                                               --------------
                                                                   46,429,673
                                                               --------------
ELECTRIC UTILITIES -- 1.3%
      803,500  FPL Group, Inc.                                     37,957,340
                                                               --------------

Shares                                                                  Value

ELECTRICAL EQUIPMENT -- 4.1%
    1,322,500  Cooper Industries Ltd., Class A                   $ 40,931,375
    1,649,800  Emerson Electric Co.                                53,997,954
      356,200  Energy Conversion Devices, Inc.(1)                  12,160,668
      117,700  First Solar, Inc.(1)                                16,913,490
                                                               --------------
                                                                  124,003,487
                                                               --------------
ENERGY EQUIPMENT & SERVICES -- 2.6%
      493,200  National Oilwell Varco, Inc.(1)                     14,741,748
      365,200  Schlumberger Ltd.                                   18,862,580
      556,400  Transocean, Inc.(1)                                 45,808,412
                                                               --------------
                                                                   79,412,740
                                                               --------------
FOOD & STAPLES RETAILING -- 3.1%
    1,685,700  Wal-Mart Stores, Inc.                               94,078,917
                                                               --------------
FOOD PRODUCTS -- 2.1%
      341,500  Kellogg Co.                                         17,218,430
    1,212,800  Nestle SA                                           47,274,289
                                                               --------------
                                                                   64,492,719
                                                               --------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 8.1%
      180,700  Alcon, Inc.                                         15,923,284
      660,800  Baxter International, Inc.                          39,971,792
      894,700  Becton, Dickinson & Co.                             62,092,180
      365,900  C.R. Bard, Inc.                                     32,290,675
      692,800  DENTSPLY International, Inc.                        21,047,264
      234,900  Gen-Probe, Inc.(1)                                  11,054,394
      125,500  Intuitive Surgical, Inc.(1)                         21,685,145
      703,500  Medtronic, Inc.                                     28,372,155
      179,200  Mettler Toledo International, Inc.(1)               13,715,968
                                                               --------------
                                                                  246,152,857
                                                               --------------
HEALTH CARE PROVIDERS & SERVICES -- 1.7%
      625,700  Express Scripts, Inc.(1)                            37,923,677
      290,100  UnitedHealth Group, Inc.                             6,884,073
      449,200  VCA Antech, Inc.(1)                                  8,130,520
                                                               --------------
                                                                   52,938,270
                                                               --------------
HOUSEHOLD DURABLES -- 1.3%
    1,310,300  KB Home                                             21,868,907
      391,200  Mohawk Industries, Inc.(1)                          18,926,256
                                                               --------------
                                                                   40,795,163
                                                               --------------
HOUSEHOLD PRODUCTS -- 3.0%
    1,418,700  Procter & Gamble Co. (The)                          91,562,898
                                                               --------------
INSURANCE -- 1.1%
      658,000  Chubb Corp.                                         34,097,560
                                                               --------------
INTERNET & CATALOG RETAIL -- 0.4%
      193,600  Amazon.com, Inc.(1)                                 11,081,664
                                                               --------------



- ------
13


Growth

Shares                                                                  Value

INTERNET SOFTWARE & SERVICES -- 2.3%
      198,300  Google, Inc., Class A(1)                          $ 71,261,088
                                                               --------------
IT SERVICES -- 1.9%
      803,000  Global Payments, Inc.                               32,529,530
    1,551,700  Western Union Co. (The)                             23,678,942
                                                               --------------
                                                                   56,208,472
                                                               --------------
LIFE SCIENCES TOOLS & SERVICES -- 1.6%
      556,400  QIAGEN NV(1)                                         7,934,264
      994,100  Thermo Fisher Scientific, Inc.(1)                   40,360,460
                                                               --------------
                                                                   48,294,724
                                                               --------------
MACHINERY -- 0.6%
      343,000  Valmont Industries, Inc.                            18,789,540
                                                               --------------
MEDIA -- 2.7%
    2,279,300  DIRECTV Group, Inc. (The)(1)                        49,893,877
    1,107,900  Scripps Networks Interactive, Inc., Class A         31,464,360
                                                               --------------
                                                                   81,358,237
                                                               --------------
METALS & MINING -- 0.2%
      277,800  Newmont Mining Corp.                                 7,317,252
                                                               --------------
MULTILINE RETAIL -- 3.0%
    1,548,900  Family Dollar Stores, Inc.                          41,680,899
    1,378,000  Kohl's Corp.(1)                                     48,409,140
                                                               --------------
                                                                   90,090,039
                                                               --------------
MULTI-UTILITIES -- 0.6%
      618,200  Public Service Enterprise Group, Inc.               17,402,330
                                                               --------------
OIL, GAS & CONSUMABLE FUELS -- 5.1%
      337,700  Alpha Natural Resources, Inc.(1)                    12,079,529
      213,700  Apache Corp.                                        17,593,921
      637,500  Devon Energy Corp.                                  51,548,250
      421,500  EOG Resources, Inc.                                 34,107,780
      732,400  Occidental Petroleum Corp.                          40,677,496
                                                               --------------
                                                                  156,006,976
                                                               --------------
PERSONAL PRODUCTS -- 0.8%
      662,900  Estee Lauder Cos., Inc. (The), Class A              23,890,916
                                                               --------------
PHARMACEUTICALS -- 3.1%
      601,500  Allergan, Inc.                                      23,861,505
      188,300  Johnson & Johnson                                   11,550,322
      861,800  Novo Nordisk AS, B Shares                           46,132,622
      352,300  Wyeth                                               11,337,014
                                                               --------------
                                                                   92,881,463
                                                               --------------

Shares                                                                  Value

REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.6%
      579,100  Digital Realty Trust, Inc.                        $ 19,388,268
                                                               --------------
ROAD & RAIL -- 2.2%
    1,003,500  Union Pacific Corp.                                 67,003,695
                                                               --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 5.3%
    2,076,500  Altera Corp.                                        36,027,275
    1,511,300  Intel Corp.                                         24,180,800
    1,237,900  Linear Technology Corp.                             28,075,572
    3,170,900  Marvell Technology Group Ltd.(1)                    22,069,464
    1,400,600  Texas Instruments, Inc.                             27,395,736
    1,332,300  Xilinx, Inc.                                        24,540,966
                                                               --------------
                                                                  162,289,813
                                                               --------------
SOFTWARE -- 6.7%
    1,768,800  Activision Blizzard, Inc.(1)                        22,039,248
      830,600  Adobe Systems, Inc.(1)                              22,127,184
    2,608,100  Microsoft Corp.                                     58,238,873
    3,857,500  Oracle Corp.(1)                                     70,553,675
      433,400  salesforce.com, inc.(1)                             13,418,064
    1,458,800  Symantec Corp.(1)                                   18,351,704
                                                               --------------
                                                                  204,728,748
                                                               --------------
SPECIALTY RETAIL -- 2.8%
      510,100  Advance Auto Parts, Inc.                            15,915,120
      275,300  AnnTaylor Stores Corp.(1)                            3,460,521
    2,031,600  Lowe's Cos., Inc.                                   44,085,720
      838,300  O'Reilly Automotive, Inc.(1)                        22,726,313
                                                               --------------
                                                                   86,187,674
                                                               --------------
WIRELESS TELECOMMUNICATION SERVICES -- 2.2%
    2,064,700  American Tower Corp., Class A(1)                    66,710,457
                                                               --------------
TOTAL COMMON STOCKS
(Cost $3,502,652,532)                                           3,007,384,415
                                                               --------------


- ------
14


Growth


Shares                                                                   Value

Temporary Cash Investments -- 1.3%

        27,036  JPMorgan U.S. Treasury Plus Money Market
                Fund Agency Shares                                   $  27,036

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations,
8.125%, 5/15/21, value at $40,714,536), in a joint trading
account at 0.05%, dated 10/31/08, due 11/3/08 (Delivery
value $40,000,167)                                                  40,000,000
                                                                --------------

                                                                         Value
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $40,027,036)                                                $ 40,027,036
                                                                --------------
TOTAL INVESTMENT SECURITIES -- 100.0%
(Cost $3,542,679,568)                                            3,047,411,451
                                                                --------------
OTHER ASSETS AND LIABILITIES(2)                                        873,393
                                                                --------------
TOTAL NET ASSETS -- 100.0%                                      $3,048,284,844
                                                                ==============

Forward Foreign Currency Exchange Contracts
                                  Settlement                        Unrealized
      Contracts to Sell              Date                Value     Gain (Loss)

    48,332,506   CHF for USD       11/28/08       $ 41,688,236        $894,861
   220,597,676   DKK for USD       11/28/08         37,691,445         423,456
                                                  ------------   -------------
                                                  $ 79,379,681      $1,318,317
                                                  ============   =============

(Value on Settlement Date $80,697,998)

Notes to Schedule of Investments

CHF = Swiss Franc

DKK = Danish Krone

USD = United States Dollar

(1) Non-income producing.

(2) Category is less than 0.05% of total net assets.

As of October 31, 2008, securities with an aggregate value of $93,406,911,
which represented 3.1% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.
Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
15


Vista

OCTOBER 31, 2008

Shares                                                                   Value

Common Stocks -- 98.0%

AIRLINES -- 2.7%
   1,578,000  AMR Corp.(1)                                         $16,111,380
     950,000  Continental Airlines, Inc., Class B(1)                17,974,000
   2,509,000  Delta Air Lines, Inc.(1)                              27,548,820
                                                                --------------
                                                                    61,634,200
                                                                --------------
BIOTECHNOLOGY -- 2.7%
     535,000  Alexion Pharmaceuticals, Inc.(1)                      21,801,250
     173,000  Celgene Corp.(1)                                      11,116,980
     262,000  Cephalon, Inc.(1)                                     18,790,640
     451,000  CSL Ltd.                                              10,992,376
                                                                --------------
                                                                    62,701,246
                                                                --------------
CAPITAL MARKETS -- 3.4%
      85,000  BlackRock, Inc.                                       11,163,900
     866,000  Charles Schwab Corp. (The)                            16,557,920
     732,000  Lazard Ltd., Class A                                  22,084,440
     699,000  Raymond James Financial, Inc.                         16,279,710
     282,000  Stifel Financial Corp.(1)                             12,309,300
                                                                --------------
                                                                    78,395,270
                                                                --------------
CHEMICALS -- 3.0%
     491,000  Monsanto Co.                                          43,689,180
     134,000  Syngenta AG                                           24,991,548
                                                                --------------
                                                                    68,680,728
                                                                --------------
COMMERCIAL BANKS -- 1.8%
     250,000  Hancock Holding Co.                                   11,040,000
   1,104,000  TCF Financial Corp.                                   19,584,960
     227,000  UMB Financial Corp.                                   10,289,910
                                                                --------------
                                                                    40,914,870
                                                                --------------
COMMERCIAL SERVICES & SUPPLIES -- 1.9%
     365,000  Copart, Inc.(1)                                       12,738,500
     933,000  Waste Connections, Inc.(1)                            31,582,050
                                                                --------------
                                                                    44,320,550
                                                                --------------
COMPUTERS & PERIPHERALS -- 0.5%
     367,000  Diebold, Inc.                                         10,907,240
                                                                --------------
CONSTRUCTION & ENGINEERING -- 2.2%
   2,558,000  Quanta Services, Inc.(1)                              50,546,080
                                                                --------------
CONTAINERS & PACKAGING -- 1.8%
   1,553,977  Crown Holdings, Inc.(1)                               31,359,256
     434,000  Pactiv Corp.(1)                                       10,225,040
                                                                --------------
                                                                    41,584,296
                                                                --------------

Shares                                                                   Value

DIVERSIFIED -- 2.3%
     519,000  Midcap SPDR Trust Series 1                           $53,664,600
                                                                --------------
DIVERSIFIED CONSUMER SERVICES -- 5.1%
     238,000  Apollo Group, Inc., Class A(1)                        16,543,380
   1,265,000  Corinthian Colleges, Inc.(1)                          18,064,200
     328,000  DeVry, Inc.                                           18,594,320
     599,000  ITT Educational Services, Inc.(1)                     52,502,350
      50,000  Strayer Education, Inc.                               11,313,500
                                                                --------------
                                                                   117,017,750
                                                                --------------
ELECTRICAL EQUIPMENT -- 1.1%
     366,000  Energy Conversion Devices, Inc.(1)                    12,495,240
      95,000  First Solar, Inc.(1)                                  13,651,500
                                                                --------------
                                                                    26,146,740
                                                                --------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.6%
     486,000  Amphenol Corp., Class A                               13,923,900
                                                                --------------
ENERGY EQUIPMENT & SERVICES -- 2.5%
     278,000  CARBO Ceramics, Inc.                                  12,029,060
     571,000  Dresser-Rand Group, Inc.(1)                           12,790,400
     196,000  Helmerich & Payne, Inc.                                6,724,760
     378,000  Smith International, Inc.                             13,033,440
     806,000  Weatherford International Ltd.(1)                     13,605,280
                                                                --------------
                                                                    58,182,940
                                                                --------------
FOOD & STAPLES RETAILING -- 0.5%
     394,000  Kroger Co. (The)                                      10,819,240
                                                                --------------
FOOD PRODUCTS -- 4.3%
     276,000  Campbell Soup Co.                                     10,474,200
     565,000  Dean Foods Co.(1)                                     12,350,900
     977,000  H.J. Heinz Co.                                        42,812,140
     205,000  Kellogg Co.                                           10,336,100
     258,000  Ralcorp Holdings, Inc.(1)                             17,461,440
     230,000  TreeHouse Foods, Inc.(1)                               6,959,800
                                                                --------------
                                                                   100,394,580
                                                                --------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 4.4%
   1,055,000  Covidien Ltd.                                         46,725,950
     449,000  Edwards Lifesciences Corp.(1)                         23,725,160
     466,000  St. Jude Medical, Inc.(1)                             17,721,980
     273,000  Varian Medical Systems, Inc.(1)                       12,424,230
                                                                --------------
                                                                   100,597,320
                                                                --------------
HEALTH CARE PROVIDERS & SERVICES -- 6.1%
     883,000  Express Scripts, Inc.(1)                              53,518,630
   1,334,000  Medco Health Solutions, Inc.(1)                       50,625,300
   1,313,849  Omnicare, Inc.                                        36,222,817
                                                                --------------
                                                                   140,366,747
                                                                --------------




- ------
16


Vista
Shares                                                                   Value

HOTELS, RESTAURANTS & LEISURE -- 1.2%
     615,000  Panera Bread Co., Class A(1)                         $27,748,800
                                                                --------------
HOUSEHOLD DURABLES -- 1.5%
     705,000  Leggett & Platt, Inc.                                 12,238,800
      20,000  NVR, Inc.(1)                                           9,804,200
     518,000  Toll Brothers, Inc.(1)                                11,976,160
                                                                --------------
                                                                    34,019,160
                                                                --------------
INSURANCE -- 2.0%
     193,000  ACE Ltd.                                              11,070,480
     308,000  AON Corp.                                             13,028,400
     183,000  Axis Capital Holdings Ltd.                             5,211,840
     443,000  Marsh & McLennan Cos., Inc.                           12,988,760
      77,000  PartnerRe Ltd.                                         5,212,130
                                                                --------------
                                                                    47,511,610
                                                                --------------
INTERNET SOFTWARE & SERVICES -- 2.5%
      89,000  Equinix, Inc.(1)                                       5,555,380
   1,067,000  Netease.com, Inc. ADR(1)                              24,007,500
     526,000  Sohu.com, Inc.(1)                                     28,898,440
                                                                --------------
                                                                    58,461,320
                                                                --------------
IT SERVICES -- 0.2%
     412,000  Perot Systems Corp., Class A(1)                        5,928,680
                                                                --------------
LIFE SCIENCES TOOLS & SERVICES -- 2.5%
   1,396,000  Thermo Fisher Scientific, Inc.(1)                     56,677,600
                                                                --------------
MACHINERY -- 1.0%
     830,000  Briggs & Stratton Corp.                               13,080,800
     178,000  Flowserve Corp.                                       10,131,760
                                                                --------------
                                                                    23,212,560
                                                                --------------
MULTILINE RETAIL -- 5.0%
     741,000  Big Lots, Inc.(1)                                     18,102,630
   1,854,000  Dollar Tree, Inc.(1)                                  70,489,080
     991,000  Family Dollar Stores, Inc.                            26,667,810
                                                                --------------
                                                                   115,259,520
                                                                --------------
OIL, GAS & CONSUMABLE FUELS -- 6.4%
     428,000  Alpha Natural Resources, Inc.(1)                      15,309,560
     489,000  Continental Resources, Inc.(1)                        15,838,710
   2,406,000  PetroHawk Energy Corp.(1)                             45,593,700
     515,000  Plains Exploration & Production Co.(1)                14,523,000
     301,000  Range Resources Corp.                                 12,708,220
     507,000  Southwestern Energy Co.(1)                            18,059,340
     230,000  Ultra Petroleum Corp.(1)                              10,706,500
     288,000  Whiting Petroleum Corp.(1)                            14,973,120
                                                                --------------
                                                                   147,712,150
                                                                --------------

Shares                                                                   Value

PERSONAL PRODUCTS -- 0.8%
     249,000  Chattem, Inc.(1)                                    $ 18,841,830
                                                                --------------
PHARMACEUTICALS -- 1.5%
     993,000  Perrigo Co.                                           33,762,000
                                                                --------------
PROFESSIONAL SERVICES -- 1.0%
     387,000  FTI Consulting, Inc.(1)                               22,542,750
                                                                --------------
ROAD & RAIL -- 4.4%
     602,000  CSX Corp.                                             27,523,440
     596,000  Norfolk Southern Corp.                                35,724,240
     561,000  Union Pacific Corp.                                   37,457,970
                                                                --------------
                                                                   100,705,650
                                                                --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.1%
   1,075,000  Altera Corp.                                          18,651,250
     900,000  Broadcom Corp., Class A(1)                            15,372,000
     668,000  LDK Solar Co., Ltd.(1)                                12,130,880
   1,174,376  Microsemi Corp.(1)                                    25,530,934
                                                                --------------
                                                                    71,685,064
                                                                --------------
SOFTWARE -- 3.6%
   3,270,000  Activision Blizzard, Inc.(1)                          40,744,200
     280,000  Cerner Corp.(1)                                       10,424,400
     552,000  McAfee, Inc.(1)                                       17,967,600
   1,222,000  Symantec Corp.(1)                                     15,372,760
                                                                --------------
                                                                    84,508,960
                                                                --------------
SPECIALTY RETAIL -- 7.4%
     818,000  Children's Place Retail Stores, Inc. (The)(1)         27,345,740
     800,000  Collective Brands, Inc.(1)                            10,232,000
     818,000  Foot Locker, Inc.                                     11,959,160
     206,000  GameStop Corp., Class A(1)                             5,642,340
     325,000  Hibbett Sports, Inc.(1)                                5,788,250
     894,000  PetSmart, Inc.                                        17,602,860
   1,574,000  Ross Stores, Inc.                                     51,454,060
   1,334,000  TJX Cos., Inc. (The)                                  35,697,840
     244,000  Urban Outfitters, Inc.(1)                              5,304,560
                                                                --------------
                                                                   171,026,810
                                                                --------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.9%
     549,000  Carter's, Inc.(1)                                     11,660,760
     308,000  Warnaco Group, Inc. (The)(1)                           9,181,480
                                                                --------------
                                                                    20,842,240
                                                                --------------
THRIFTS & MORTGAGE FINANCE -- 1.2%
   1,422,000  Hudson City Bancorp., Inc.                            26,747,820
                                                                --------------



- ------
17


Vista
Shares                                                                   Value

TRADING COMPANIES & DISTRIBUTORS -- 0.8%
     233,000  W.W. Grainger, Inc.                                  $18,306,810
                                                                --------------
WIRELESS TELECOMMUNICATION SERVICES -- 4.1%
     522,000  American Tower Corp., Class A(1)                      16,865,820
     755,000  NII Holdings, Inc.(1)                                 19,448,800
   2,735,000  SBA Communications Corp., Class A(1)                  57,407,650
                                                                --------------
                                                                    93,722,270
                                                                --------------
TOTAL COMMON STOCKS
(Cost $2,477,945,957)                                            2,260,021,901
                                                                --------------

Shares/Principal Amount                                                 Value

Temporary Cash Investments -- 2.1%

   $49,300,000  FHLB Discount Notes, 0.01%, 11/3/08(2)           $ 49,300,000

        79,233  JPMorgan U.S. Treasury Plus Money Market
                Fund Agency Shares                                     79,233
                                                               --------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $49,379,206)                                                 49,379,233
                                                               --------------
TOTAL INVESTMENT SECURITIES -- 100.1%
(Cost $2,527,325,163)                                           2,309,401,134
                                                               --------------
OTHER ASSETS AND LIABILITIES -- (0.1)%                            (1,406,013)
                                                               --------------
TOTAL NET ASSETS -- 100.0%                                     $2,307,995,121
                                                               ==============

Forward Foreign Currency Exchange Contracts
                                                                  Unrealized
     Contracts to Sell       Settlement Date           Value     Gain (Loss)

   12,237,885  AUD for USD       11/28/08        $ 8,113,106        $ 84,322
   23,634,828  CHF for USD       11/28/08         20,385,747         426,163
                                                ------------   -------------
                                                 $28,498,853        $510,485
                                                ============   =============

(Value on Settlement Date $29,009,338)

Notes to Schedule of Investments

ADR = American Depositary Receipt

AUD = Australian Dollar

CHF = Swiss Franc

FHLB = Federal Home Loan Bank

SPDR = Standard & Poor's Depositary Receipts

USD = United States Dollar

(1) Non-income producing.

(2) The rate indicated is the yield to maturity at purchase.

As of October 31, 2008, securities with an aggregate value of $35,983,924,
which represented 1.6% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.
Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
18


STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
                                                          Growth             Vista
ASSETS

Investment securities, at value
(cost of $3,542,679,568 and
$2,527,325,163, respectively)                     $3,047,411,451    $2,309,401,134

Cash                                                       4,381                --

Receivable for investments sold                       29,069,795        75,931,383

Receivable for forward foreign currency
exchange contracts                                     1,318,317           510,485

Receivable for capital shares sold                     8,455,477         2,213,495

Dividends and interest receivable                      1,823,190         1,306,073
                                                  --------------    --------------
                                                   3,088,082,611     2,389,362,570
                                                  --------------    --------------

LIABILITIES

Disbursements in excess of
demand deposit cash                                           --            36,512

Payable for investments purchased                     35,860,901        77,432,783

Payable for capital shares redeemed                    1,384,806         1,960,823

Accrued management fees                                2,522,011         1,879,701

Distribution and service fees payable                     30,049            57,630
                                                  --------------    --------------
                                                      39,797,767        81,367,449
                                                  --------------    --------------


NET ASSETS                                        $3,048,284,844    $2,307,995,121
                                                  ==============    ==============

See Notes to Financial Statements.


- ------
19


OCTOBER 31, 2008
                                                       Growth             Vista
NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus)        $3,861,271,744    $2,832,250,263

Accumulated undistributed net
investment income (loss)                           14,384,583         (510,485)

Accumulated net realized loss
on investment and foreign
currency transactions                           (333,431,559)     (306,311,713)

Net unrealized depreciation on
investments and translation
of assets and liabilities in
foreign currencies                              (493,939,924)     (217,432,944)
                                               --------------    --------------

                                               $3,048,284,844    $2,307,995,121
                                               ==============    ==============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets                                     $2,617,301,907    $1,800,787,976

Shares outstanding                                147,932,530       144,911,329

Net asset value per share                              $17.69            $12.43

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets                                       $286,261,718      $238,727,198

Shares outstanding                                 16,030,871        18,759,669

Net asset value per share                              $17.86            $12.73

ADVISOR CLASS, $0.01 PAR VALUE

Net assets                                       $141,441,097      $257,057,144

Shares outstanding                                  8,131,010        21,264,547

Net asset value per share                              $17.40            $12.09

R CLASS, $0.01 PAR VALUE

Net assets                                         $3,280,122       $11,422,803

Shares outstanding                                    189,017           934,994

Net asset value per share                              $17.35            $12.22

See Notes to Financial Statements.


- ------
20


STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
                                                         Growth              Vista
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld
of $245,995 and $278,042, respectively)            $ 46,126,023       $ 12,155,993

Interest                                                753,566          1,577,328

Securities lending, net                                 274,982                 --
                                               ----------------   ----------------
                                                     47,154,571         13,733,321
                                               ----------------   ----------------

EXPENSES:

Management fees                                      39,862,749         31,090,495

Distribution fees:

 Advisor Class                                           40,572                 --

 C Class                                                    939              4,185

Service fees:

 Advisor Class                                           40,572                 --

 C Class                                                    313              1,395

Distribution and service fees:

 Advisor Class                                          422,088            876,355

 R Class                                                 14,117             39,936

Directors' fees and expenses                            112,271             92,489

Other expenses                                           11,404             10,982
                                               ----------------   ----------------
                                                     40,505,025         32,115,837
                                               ----------------   ----------------

NET INVESTMENT INCOME (LOSS)                          6,649,546       (18,382,516)
                                               ----------------   ----------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions                           (162,500,919)      (300,756,208)

Foreign currency transactions                         8,115,692          5,571,938
                                               ----------------   ----------------
                                                  (154,385,227)      (295,184,270)
                                               ----------------   ----------------

CHANGE IN NET UNREALIZED
APPRECIATION (DEPRECIATION) ON:

Investments                                     (1,417,176,588)    (1,399,144,208)

Translation of assets and liabilities in
foreign currencies                                    1,477,190            740,715
                                               ----------------   ----------------
                                                (1,415,699,398)    (1,398,403,493)
                                               ----------------   ----------------

NET REALIZED AND UNREALIZED GAIN (LOSS)         (1,570,084,625)    (1,693,587,763)
                                               ----------------   ----------------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                      $(1,563,435,079)   $(1,711,970,279)
                                               ================   ================

See Notes to Financial Statements.


- ------
21


STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007
                                   Growth                                Vista
Increase
(Decrease) in Net
Assets                           2008               2007               2008              2007

OPERATIONS

Net investment
income (loss)             $ 6,649,546        $ 8,565,562      $(18,382,516)    $ (16,538,483)

Net realized gain
(loss)                  (154,385,227)        737,622,135      (295,184,270)       328,007,590

Change in net
unrealized
appreciation
(depreciation)        (1,415,699,398)        215,035,112    (1,398,403,493)       795,623,414
                      ---------------    ---------------    ---------------    --------------
Net increase
(decrease) in net
assets resulting
from operations       (1,563,435,079)        961,222,809    (1,711,970,279)     1,107,092,521
                      ---------------    ---------------    ---------------    --------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

 Investor
 Class                    (5,142,411)        (2,635,083)                 --                --

 Institutional
 Class                      (895,366)        (2,056,902)                 --                --

From net realized
gains:

 Investor
 Class                             --                 --      (254,880,472)      (15,549,310)

 Institutional
 Class                             --                 --       (21,928,910)       (1,008,670)

 Advisor
 Class                             --                 --       (35,302,295)       (1,649,953)

 C Class                           --                 --                 --          (26,987)

 R Class                           --                 --          (388,974)           (2,660)
                      ---------------    ---------------    ---------------    --------------
Decrease in net
assets from
distributions             (6,037,777)        (4,691,985)      (312,500,651)      (18,237,580)
                      ---------------    ---------------    ---------------    --------------

CAPITAL SHARE TRANSACTIONS

Net increase
(decrease) in net
assets from
capital share
transactions             (10,334,134)    (1,121,480,853)        766,730,513       165,576,023
                      ---------------    ---------------    ---------------    --------------

NET INCREASE
(DECREASE) IN NET
ASSETS                (1,579,806,990)      (164,950,029)    (1,257,740,417)     1,254,430,964

NET ASSETS

Beginning of
period                  4,628,091,834      4,793,041,863      3,565,735,538     2,311,304,574
                      ---------------    ---------------    ---------------    --------------
End of period          $3,048,284,844     $4,628,091,834     $2,307,995,121    $3,565,735,538
                      ===============    ===============    ===============    ==============

Accumulated
undistributed net
investment income
(loss)                    $14,384,583         $5,778,262         $(510,485)          $135,602
                      ===============    ===============    ===============    ==============

See Notes to Financial Statements.


- ------
22


NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Growth Fund (Growth) and Vista Fund
(Vista) (collectively, the funds) are two funds in a series issued by the
corporation. The funds are diversified under the 1940 Act. The funds'
investment objective is to seek long-term capital growth. The funds pursue
this objective by investing primarily in equity securities. Growth generally
invests in larger-sized companies that management believes will increase in
value but may purchase companies of any size. Vista generally invests in
companies that are medium-sized and smaller at the time of purchase that
management believes will increase in value. The following is a summary of the
funds' significant accounting policies.

MULTIPLE CLASS -- The funds are authorized to issue the Investor Class, the
Institutional Class, the Advisor Class and the R Class. Prior to December 3,
2007, the funds were authorized to issue the C Class (see Note 9). The share
classes differ principally in their respective distribution and shareholder
servicing expenses and arrangements. All shares of each fund represent an
equal pro rata interest in the net assets of the class to which such shares
belong, and have identical voting, dividend, liquidation and other rights and
the same terms and conditions, except for class specific expenses and
exclusive rights to vote on matters affecting only individual classes. Income,
non-class specific expenses, and realized and unrealized capital gains and
losses of the funds are allocated to each class of shares based on their
relative net assets.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs 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, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Interest income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs).
ETFs are a type of index fund bought and sold on a securities exchange. An ETF
trades like common stock and represents a fixed portfolio of securities
designed to track the performance and dividend yield of a particular domestic
or foreign market index. A fund may purchase an ETF to temporarily gain
exposure to a portion of the U.S. or a foreign market while awaiting purchase
of underlying securities. The risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to track, although
the lack of liquidity on an ETF could result in it being more volatile.
Additionally, ETFs have management fees, which increase their cost.

SECURITIES ON LOAN -- Growth may lend portfolio securities through its lending
agent to certain approved borrowers in order to earn additional income. The
income earned, net of any rebates or fees, is included in the Statement of
Operations. Growth continues to recognize any gain or loss in the market price
of the securities loaned and records any interest earned or dividends declared.


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23


FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of an unfavorable
change in the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes -- an interpretation of FASB Statement No. 109" during the
current fiscal year. The funds are no longer subject to examination by tax
authorities for years prior to 2005. At this time, management believes there
are no uncertain tax positions which, based on their technical merit, would
not be sustained upon examination and for which it is reasonably possible that
the total amounts of unrecognized tax benefits will significantly change in
the next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income and net
realized gains, if any, are generally declared and paid annually.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.


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24


2. FEES AND TRANSACTIONS WITH RELATED PARTIES

On September 25, 2007, the Advisor Class shareholders of Growth approved a
change to the class's fee structure. The change was approved by the Board of
Directors on November 29, 2006 and March 7, 2007. Effective December 3, 2007,
the fee structure change resulted in an increase of 0.25% in the unified
management fee and a simultaneous decrease of 0.25% in the total distribution
and service fee, resulting in no change to the total operation expense ratio
of the class.

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the funds, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of each fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for Growth ranges from 0.80% to 1.00% for the Investor Class, Advisor
Class, C Class and R Class. Prior to December 3, 2007, the Advisor Class was
0.25% less at each point within the range for Growth. The annual management
fee schedule for Vista is 1.00% for the Investor Class, Advisor Class, C Class
and R Class. The Institutional Class is 0.20% less at each point within the
range for the funds.

The effective annual management fee for each class of each fund for the year
ended October 31, 2008, was as follows:

                              Growth             Vista

Investor                       1.00%             1.00%

Institutional                  0.80%             0.80%

Advisor                        0.98%             1.00%

R                              1.00%             1.00%

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the
Advisor Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plans provide that the Advisor Class will pay
American Century Investment Services, Inc. (ACIS) an annual distribution and
service fee of 0.25%. Prior to December 3, 2007, the Board of Directors had
adopted a Master Distribution and Shareholder Services Plan, pursuant to Rule
12b-1 of the 1940 Act, which provided that the Advisor Class of Growth would
pay ACIS an annual distribution fee of 0.25% and service fee of 0.25%. The
plans provide that the C Class paid ACIS an annual distribution fee of 0.75%
and service fee of 0.25%. The plans provide that the R Class will pay ACIS an
annual distribution and service fee of 0.50%. The fees are computed and
accrued daily based on each class's daily net assets and paid monthly in
arrears. The fees are used to pay financial intermediaries for distribution
and individual shareholder services. Fees incurred under the plans during the
year ended October 31, 2008, are detailed in the Statement of Operations.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM js an
equity investor in ACC. Growth has a securities lending agreement with
JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the funds had a bank
line of credit agreement with JPMCB. JPMCB is a custodian of the funds and a
wholly owned subsidiary of JPM.


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25


3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the year ended
October 31, 2008, were as follows:

                                       Growth               Vista

Purchases                          $5,256,982,467      $5,696,631,304

Proceeds from sales                $5,268,302,805      $5,225,272,355

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the funds were as follows:

                       Year ended October 31, 2008        Year ended October 31, 2007
                            Shares          Amount         Shares              Amount

Growth

INVESTOR
CLASS/SHARES
AUTHORIZED             800,000,000                    800,000,000
                      ============                   ============
Sold                    12,836,527    $300,950,250     16,976,807       $ 399,134,867

Issued in
reinvestment of
distributions              177,027       4,567,294        108,333           2,425,571

Redeemed              (19,382,053)   (453,420,723)   (42,268,248)     (1,005,443,921)
                      ------------   -------------   ------------    ----------------
                       (6,368,499)   (147,903,179)   (25,183,108)       (603,883,483)
                      ------------   -------------   ------------    ----------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED             150,000,000                    150,000,000
                      ============                   ============
Sold                     9,611,676     230,187,708     10,007,473         248,497,432

Issued in
reinvestment of
distributions               34,450         895,366         91,175           2,056,902
Redeemed               (4,148,451)    (99,365,649)   (33,807,486)       (861,252,969)
                      ------------   -------------   ------------    ----------------
                         5,497,675     131,717,425   (23,708,838)       (610,698,635)
                      ------------   -------------   ------------    ----------------
ADVISOR
CLASS/SHARES
AUTHORIZED             310,000,000                    210,000,000
                      ============                   ============
Sold                     2,322,369      51,515,155      5,728,920         134,469,921

Issued in
connection with
reclassification
(Note 9)                    61,986       1,519,904             --                  --

Redeemed               (2,098,624)    (47,812,210)    (1,847,995)        (43,503,786)
                      ------------   -------------   ------------    ----------------
                           285,731       5,222,849      3,880,925          90,966,135
                      ------------   -------------   ------------    ----------------
C CLASS/SHARES
AUTHORIZED                     N/A                    100,000,000
                      ============                   ============
Sold                           117           2,858         33,264             762,257

Issued in
connection with
reclassification
(Note 9)                  (61,986)     (1,519,904)             --                  --

Redeemed                   (1,377)        (32,865)       (15,025)           (349,075)
                      ------------   -------------   ------------    ----------------
                          (63,246)     (1,549,911)         18,239             413,182
                      ------------   -------------   ------------    ----------------
R CLASS/SHARES
AUTHORIZED              50,000,000                     50,000,000
                      ============                   ============
Sold                       138,140       3,100,669         94,157           2,147,094

Redeemed                  (39,513)       (921,987)       (18,497)           (425,146)
                      ------------   -------------   ------------    ----------------
                            98,627       2,178,682         75,660           1,721,948
                      ------------   -------------   ------------    ----------------
Net increase
(decrease)               (549,712)   $(10,334,134)   (44,917,122)    $(1,121,480,853)
                      ============   =============   ============    ================


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26


                        Year ended October 31, 2008    Year ended October 31, 2007
                             Shares          Amount         Shares          Amount
Vista

INVESTOR
CLASS/SHARES
AUTHORIZED              800,000,000                    800,000,000
                       ============                   ============
Sold                     45,528,430    $848,307,407     29,032,048    $594,313,388

Issued in
reinvestment of
distributions            10,942,528     228,589,393        817,264      14,040,588

Redeemed               (32,057,988)   (575,840,072)   (29,523,877)   (567,312,331)
                       ------------   -------------   ------------   -------------
                         24,412,970     501,056,728        325,435      41,041,645
                       ------------   -------------   ------------   -------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED               80,000,000                     80,000,000
                       ============                   ============
Sold                     13,601,031     248,188,626      5,631,084     115,870,016

Issued in
reinvestment of
distributions             1,026,634      21,928,910         57,617       1,008,292

Redeemed                (6,162,698)   (116,233,467)    (3,345,045)    (63,192,246)
                       ------------   -------------   ------------   -------------
                          8,464,967     153,884,069      2,343,656      53,686,062
                       ------------   -------------   ------------   -------------
ADVISOR
CLASS/SHARES
AUTHORIZED              310,000,000                    210,000,000
                       ============                   ============
Sold                     11,477,175     206,951,884      7,905,928     161,043,591

Issued in
connection with
reclassification
(Note 9)                    298,623       6,537,776             --              --

Issued in
reinvestment of
distributions             1,717,908      34,993,776         96,989       1,632,335

Redeemed                (8,290,080)   (144,859,203)    (5,081,285)    (95,833,752)
                       ------------   -------------   ------------   -------------
                          5,203,626     103,624,233      2,921,632      66,842,174
                       ------------   -------------   ------------   -------------
C CLASS/SHARES
AUTHORIZED                      N/A                    100,000,000
                       ============                   ============
Sold                          6,353         139,449        197,808       3,787,658

Issued in
reinvestment of
distributions                    --              --          1,736          25,006

Issued in
connection with
reclassification
(Note 9)                  (298,623)     (6,537,776)             --              --

Redeemed                   (30,349)       (630,821)       (69,921)     (1,288,863)
                       ------------   -------------   ------------   -------------
                          (322,619)     (7,029,148)        129,623       2,523,801
                       ------------   -------------   ------------   -------------
R CLASS/SHARES
AUTHORIZED               10,000,000                     10,000,000
                       ============                   ============
Sold                      1,019,466      18,305,579        189,380       3,673,020

Issued in
reinvestment of
distributions                18,855         388,974             --              --

Redeemed                  (203,365)     (3,499,922)      (110,041)     (2,190,679)
                       ------------   -------------   ------------   -------------
                            834,956      15,194,631         79,339       1,482,341
                       ------------   -------------   ------------   -------------
Net increase
(decrease)               38,593,900    $766,730,513      5,799,685    $165,576,023
                       ============   =============   ============   =============

5. SECURITIES LENDING

As of October 31, 2008, Growth did not have any securities on loan. JPMCB
receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. Growth's risks in securities lending are
that the borrower may not provide additional collateral when required or
return the securities when due. If the borrower defaults, receipt of the
collateral by the fund may be delayed or limited. Investments made with cash
collateral may decline in value.


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27


6. BANK LINE OF CREDIT

Effective December 12, 2007, the funds, along with certain other funds managed
by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement
with Bank of America, N.A. Prior to December 12, 2007, the funds, along with
certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured
bank line of credit agreement with JPMCB. The funds may borrow money for
temporary or emergency purposes to fund shareholder redemptions. Borrowings
under the agreement, which is subject to annual renewal, bear interest at the
Federal Funds rate plus 0.40%. The line expired December 10, 2008, and was not
renewed. The funds did not borrow from either line during the year ended
October 31, 2008.

7. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic developments, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws or restrictions.

8. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

                                     Growth                      Vista
                                2008         2007         2008           2007

DISTRIBUTIONS PAID FROM

Ordinary income              $6,037,777   $4,691,985  $ 91,105,580        --

Long-term capital gains          --           --      $221,395,071   $18,237,580


The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

                                                           Growth            Vista

Federal tax cost of investments                    $3,584,172,756   $2,583,470,461
                                                  ===============   ==============
Gross tax appreciation of investments                $104,738,476     $ 88,130,374

Gross tax depreciation of investments               (641,499,781)    (362,199,701)
                                                  ---------------   --------------
Net tax appreciation (depreciation) of
investments                                        $(536,761,305)   $(274,069,327)
                                                  ===============   ==============
Net tax appreciation (depreciation) on
derivatives and translation of assets and
liabilities in foreign currencies                        $433,331        $(19,400)
                                                  ---------------   --------------
Net tax appreciation (depreciation)                $(536,327,974)   $(274,088,727)
                                                  ===============   ==============
Undistributed ordinary income                         $15,279,445               --

Accumulated capital losses                         $(291,938,371)   $(250,166,415)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and the realization for tax purposes of unrealized gains
on certain forward foreign currency exchange contracts.


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28


The accumulated capital losses on the previous page represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. The capital loss carryovers expire as follows:

                2010        2011   2012   2013  2014   2015        2016

Growth     $(168,744,439)    --     --     --    --     --    $(123,193,932)

Vista            --          --     --     --    --     --    $(250,166,415)

9. CORPORATE EVENT

On July 27, 2007, the C Class shareholders of each fund approved a
reclassification of C Class shares into Advisor Class shares of that fund. The
change was approved by the Board of Directors on November 29, 2006 and March
7, 2007. The reclassification was effective December 3, 2007.

10. RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (FAS 157), in September 2006, which is effective for
fiscal years beginning after November 15, 2007. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands the required
financial statement disclosures about fair value measurements. The adoption of
FAS 157 will not materially impact the determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" FAS 161). FAS 161 is effective for fiscal
years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.

11. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

Growth and Vista designate up to the maximum amount allowable as qualified
dividend income for the fiscal year ended October 31, 2008.

For corporate taxpayers, Growth and Vista hereby designate ordinary income
distributions of $6,037,777 and $3,360,198, respectively, or up to the maximum
amount allowable, as qualified for the corporate dividends received deduction
for the fiscal year ended October 31, 2008.

Vista hereby designates $221,395,071, or up to the maximum amount allowable,
as long-term capital gains distributions for the fiscal year ended October 31,
2008.

Vista hereby designates $91,105,580 of distributions as qualified short-term
capital gains for purposes of Internal Revenue Code Section 871.


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29


FINANCIAL HIGHLIGHTS

Growth


Investor Class
For a Share Outstanding Throughout the Years Ended October 31
                                      2008    2007     2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                 $26.78  $21.99   $19.80   $18.43    $17.26
                                  --------  ------   ------   ------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                     0.04    0.04     0.02     0.08    (0.01)

 Net Realized and
 Unrealized Gain (Loss)             (9.10)    4.76     2.26     1.30      1.18
                                  --------  ------   ------   ------   -------
 Total From
 Investment Operations              (9.06)    4.80     2.28     1.38      1.17
                                  --------  ------   ------   ------   -------
Distributions

 From Net Investment Income         (0.03)  (0.01)   (0.09)   (0.01)        --
                                  --------  ------   ------   ------   -------
Net Asset Value,
End of Period                       $17.69  $26.78   $21.99   $19.80    $18.43
                                  ========  ======   ======   ======   =======

TOTAL RETURN(2)                   (33.86)%  21.86%   11.51%    7.47%     6.78%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                1.00%   1.00%    1.00%    1.00%     1.00%

Ratio of Net Investment
Income (Loss) to Average
Net Assets                           0.16%   0.15%    0.09%    0.38%   (0.07)%

Portfolio Turnover Rate               129%    112%     127%      77%      131%

Net Assets, End of Period
(in millions)                       $2,617  $4,133   $3,946   $4,008    $4,176

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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30


Growth

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31
                                   2008       2007      2006       2005       2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period                        $27.03     $22.19    $19.98     $18.59     $17.38
                               --------   --------  --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                  0.08       0.09      0.06       0.11       0.02

 Net Realized and
 Unrealized
 Gain (Loss)                     (9.17)       4.81      2.27       1.33       1.19
                               --------   --------  --------   --------   --------
 Total From
 Investment Operations           (9.09)       4.90      2.33       1.44       1.21
                               --------   --------  --------   --------   --------
Distributions

 From Net
 Investment Income               (0.08)     (0.06)    (0.12)     (0.05)         --
                               --------   --------  --------   --------   --------
Net Asset Value,
End of Period                    $17.86     $27.03    $22.19     $19.98     $18.59
                               ========   ========  ========   ========   ========

TOTAL RETURN(2)                (33.71)%     22.13%    11.70%      7.72%      6.96%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets             0.80%      0.80%     0.80%      0.80%      0.80%

Ratio of Net Investment
Income (Loss) to Average
Net Assets                        0.36%      0.35%     0.29%      0.58%      0.13%

Portfolio Turnover Rate            129%       112%      127%        77%       131%

Net Assets, End of Period
(in thousands)                 $286,262   $284,695  $759,816   $689,983   $685,090

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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31


Growth

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31
                                      2008       2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value, Beginning of
Period                              $26.36     $21.68    $19.53   $18.22    $17.11
                                  --------   --------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                   (0.02)     (0.04)    (0.03)     0.02    (0.06)

 Net Realized
 and Unrealized
 Gain (Loss)                        (8.94)       4.72      2.22     1.29      1.17
                                  --------   --------   -------  -------   -------
 Total From
 Investment Operations              (8.96)       4.68      2.19     1.31      1.11
                                  --------   --------   -------  -------   -------
Distributions

 From Net Investment Income             --         --    (0.04)       --        --

Net Asset Value,
End of Period                       $17.40     $26.36    $21.68   $19.53    $18.22
                                  ========   ========   =======  =======   =======

TOTAL RETURN(2)                   (34.03)%     21.59%    11.23%    7.19%     6.49%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                   1.25%      1.25%     1.25%    1.25%     1.25%

Ratio of Net Investment Income
(Loss) to Average Net Assets       (0.09)%    (0.10)%   (0.16)%    0.13%   (0.32)%

Portfolio Turnover Rate               129%       112%      127%      77%      131%

Net Assets, End of Period (in
thousands)                        $141,441   $206,837   $85,953  $86,303   $76,962

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns are calculated based on the net
asset value on the last business day. The total return of the classes may not
precisely reflect the class expense differences because of the impact of
calculating the net asset values to two decimal places. If net asset values
were calculated to three decimal places, the total return differences would
more closely reflect the class expense differences. The calculation of net
asset values to two decimal places is made in accordance with SEC guidelines
and does not result in any gain or loss of value between one class and
another.

See Notes to Financial Statements.


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32


Growth

R Class

For a Share Outstanding Throughout the Years Ended October 31
                                       2008      2007      2006     2005      2004

PER-SHARE DATA

Net Asset Value,
Beginning of Period                  $26.37    $21.74    $19.59   $18.32    $17.25
                                   --------   -------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                    (0.08)    (0.10)    (0.11)   (0.07)    (0.13)

 Net Realized
 and Unrealized
 Gain (Loss)                         (8.94)      4.73      2.26     1.34      1.20
                                   --------   -------   -------  -------   -------
 Total From
 Investment
 Operations                          (9.02)      4.63      2.15     1.27      1.07
                                   --------   -------   -------  -------   -------
Net Asset Value,
End of Period                        $17.35    $26.37    $21.74   $19.59    $18.32
                                   ========   =======   =======  =======   =======

TOTAL RETURN(2)                    (34.21)%    21.30%    10.97%    6.93%     6.20%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                            1.50%     1.50%     1.50%    1.50%     1.50%

Ratio of Net Investment
Income (Loss) to
Average Net Assets                  (0.34)%   (0.35)%   (0.41)%  (0.12)%   (0.57)%

Portfolio Turnover Rate                129%      112%      127%      77%      131%

Net Assets, End of Period (in
thousands)                           $3,280    $2,383      $298      $49       $12

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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33


Vista

Investor Class

For a Share Outstanding Throughout the Years Ended October 31
                                       2008      2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                  $24.24    $16.35    $14.99   $13.14    $11.97
                                   --------   -------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                    (0.11)    (0.12)    (0.04)   (0.04)    (0.06)

 Net Realized
 and Unrealized
 Gain (Loss)                         (9.61)      8.14      1.40     1.89      1.23
                                   --------   -------   -------  -------   -------
 Total From
 Investment Operations               (9.72)      8.02      1.36     1.85      1.17
                                   --------   -------   -------  -------   -------
Distributions

 From Net Realized Gains             (2.09)    (0.13)        --       --        --
                                   --------   -------   -------  -------   -------
Net Asset Value,
End of Period                        $12.43    $24.24    $16.35   $14.99    $13.14
                                   ========   =======   =======  =======   =======

TOTAL RETURN(2)                    (43.58)%    49.39%     9.07%   14.08%     9.77%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                            1.00%     1.00%     1.00%    1.00%     1.00%

Ratio of Net Investment Income
(Loss) to
Average Net Assets                  (0.56)%   (0.60)%   (0.23)%  (0.26)%   (0.48)%

Portfolio Turnover Rate                167%      121%      234%     284%      255%

Net Assets, End of Period (in
millions)                            $1,801    $2,921    $1,965   $1,902    $1,418

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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34


Vista

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31
                                     2008       2007       2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                $24.72     $16.64     $15.22   $13.32    $12.11
                                 --------   --------   --------  -------   -------

Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                  (0.07)     (0.08)     (0.01)   (0.01)    (0.04)

 Net Realized
 and Unrealized
 Gain (Loss)                       (9.83)       8.29       1.43     1.91      1.25
                                 --------   --------   --------  -------   -------
 Total From
 Investment Operations             (9.90)       8.21       1.42     1.90      1.21
                                 --------   --------   --------  -------   -------
Distributions

 From Net Realized Gains           (2.09)     (0.13)         --       --        --
                                 --------   --------   --------  -------   -------
Net Asset Value,
End of Period                      $12.73     $24.72     $16.64   $15.22    $13.32
                                 ========   ========   ========  =======   =======

TOTAL RETURN(2)                  (43.50)%     49.68%      9.33%   14.26%     9.99%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average
Net Assets                          0.80%      0.80%      0.80%    0.80%     0.80%

Ratio of Net Investment
Income (Loss) to
Average Net Assets                (0.36)%    (0.40)%    (0.03)%  (0.06)%   (0.28)%

Portfolio Turnover Rate              167%       121%       234%     284%      255%

Net Assets, End of Period (in
thousands)                       $238,727   $254,528   $132,325  $98,439   $42,747

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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35


Vista

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31
                                   2008       2007      2006       2005       2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period                        $23.69     $16.03    $14.73     $12.95     $11.82
                               --------   --------  --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                (0.15)     (0.16)    (0.08)     (0.08)     (0.11)

 Net Realized
 and Unrealized
 Gain (Loss)                     (9.36)       7.95      1.38       1.86       1.24
                               --------   --------  --------   --------   --------
 Total From
 Investment Operations           (9.51)       7.79      1.30       1.78       1.13
                               --------   --------  --------   --------   --------
Distributions

 From Net
 Realized Gains                  (2.09)     (0.13)        --         --         --
                               --------   --------  --------   --------   --------
Net Asset Value,
End of Period                    $12.09     $23.69    $16.03     $14.73     $12.95
                               ========   ========  ========   ========   ========

TOTAL RETURN(2)                (43.72)%     48.94%     8.83%     13.75%      9.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average
Net Assets                        1.25%      1.25%     1.25%      1.25%      1.25%

Ratio of Net Investment
Income (Loss) to
Average Net Assets              (0.81)%    (0.85)%   (0.48)%    (0.51)%    (0.73)%

Portfolio Turnover Rate            167%       121%      234%       284%       255%

Net Assets, End of Period
(in thousands)                 $257,057   $380,555  $210,576   $190,635   $106,750

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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36


Vista

R Class

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                         2008       2007       2006        2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                    $23.98     $16.25     $14.97         $15.32
                                     --------    -------    -------      ---------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                      (0.18)     (0.21)     (0.16)         (0.04)

 Net Realized and
 Unrealized Gain (Loss)                (9.49)       8.07       1.44         (0.31)
                                     --------    -------    -------      ---------
 Total From
 Investment Operations                 (9.67)       7.86       1.28         (0.35)
                                     --------    -------    -------      ---------
Distributions

 From Net Realized Gains               (2.09)     (0.13)         --             --
                                     --------    -------    -------      ---------
Net Asset Value,
End of Period                          $12.22     $23.98     $16.25         $14.97
                                     ========    =======    =======      =========

TOTAL RETURN(3)                      (43.87)%     48.71%      8.55%        (2.28)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                              1.50%      1.50%      1.50%       1.50%(4)

Ratio of Net Investment
Income (Loss) to Average
Net Assets                            (1.06)%    (1.10)%    (0.73)%     (0.92)%(4)

Portfolio Turnover Rate                  167%       121%       234%        284%(5)

Net Assets, End of Period
(in thousands)                        $11,423     $2,398       $337            $24


(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2005.

See Notes to Financial Statements.


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37


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of Growth Fund and Vista Fund, two of
the funds constituting American Century Mutual Funds, Inc. (the
"Corporation"), as of October 31, 2008, and the related statements of
operations for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. The Corporation is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Corporation's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
October 31, 2008, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the respective financial
positions of Growth Fund and Vista Fund, two of the funds constituting
American Century Mutual Funds, Inc., as of October 31, 2008, the results of
their operations for the year then ended, the changes in their net assets for
each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended, in conformity with
accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008


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38


MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue
of their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or
indirect, subsidiaries, including the funds' investment advisor, American
Century Investment Management, Inc. (ACIM or the advisor); the funds'
principal underwriter, American Century Investment Services, Inc. (ACIS); and
the funds' transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers
of, and have no financial interest in, ACC or any of its wholly owned, direct
or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century Investments family of funds.

All persons named as officers of the funds also serve in similar capacities
for the other 14 investment companies in the American Century Investments
family of funds advised by ACIM or American Century Global Investment
Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise
noted. Only officers with policy-making functions are listed. No officer is
compensated for his or her service as an officer of the funds. The listed
officers are interested persons of the funds and are appointed or re-appointed
on an annual basis.

INTERESTED DIRECTORS

JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1924
POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since
2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1963
POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley
(March 2000 to November 2005)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 111
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None


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39


INDEPENDENT DIRECTORS

THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1940
POSITION(S) HELD WITH FUNDS: Director (since 1980)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated
Investments, LLC (real estate investment company); Managing Member, Brown
Cascade Properties, LLC (real estate investment company); Retired, Area Vice
President, Applied Industrial Technologies (bearings and power transmission
company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1942
POSITION(S) HELD WITH FUNDS: Director (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC
(private equity fund manager); Chief Financial Officer, Plaza Belmont LLC
(September 1999 to September 2006)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Saia, Inc.; Entertainment Properties
Trust

DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1937
POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, Western Investments, Inc. (real estate company); Retired Chairman of
the Board, Butler Manufacturing Company (metal buildings producer)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1943
POSITION(S) HELD WITH FUNDS: Director (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive
Officer and Founder, Sayers40, Inc., (technology products and services
provider)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1994)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, Sprint Corporation (telecommunications company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: DST Systems, Inc.; Euronet Worldwide,
Inc.; Charming Shoppes, Inc.


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40


JOHN R. WHITTEN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1946
POSITION(S) HELD WITH FUNDS: Director (since 2008)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Project Consultant, Celanese
Corp. (industrial chemical company) (September 2004 to January 2005); Chief
Financial Officer, Vice President and Treasurer, Applied Industrial
Technologies, Inc. (bearings and power transmission company) (1995 to 2003)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Rudolph Technologies, Inc.

OFFICERS

BARRY FINK, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1955
POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007);
Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as:
Director, ACC, ACS, ACIS and other ACC subsidiaries

MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1956
POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS

CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1957
POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS,
ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1966
POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February
2000 to present) and Controller, various American Century Investments funds
(1997 to September 2006)

JON ZINDEL, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1967
POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS

The SAI has additional information about the funds' directors and is available
without charge, upon request, by calling 1-800-345-2021.


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41


APPROVAL OF MANAGEMENT AGREEMENTS

Growth and Vista

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century Investments, this process is referred to as the
"15(c) Process." As a part of this process, the board reviews fund
performance, shareholder services, audit and compliance information, and a
variety of other reports from the advisor concerning fund operations. In
addition to this annual review, the board of directors oversees and evaluates
on a continuous basis at its quarterly meetings the nature and quality of
significant services performed by the advisor, fund performance, audit and
compliance information, and a variety of other reports relating to fund
operations. The board, or committees of the board, also holds special meetings
as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Growth and Vista (the "funds") and the
services provided to the funds under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.


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42


FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the funds, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management agreement under the terms ultimately
determined by the board to be appropriate, the Directors' decision was based
on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.


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43


INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the funds, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process comparing the funds' performance with that of similar funds not
managed by the advisor. If performance concerns are identified, the Directors
discuss with the advisor the reasons for such results (e.g., market
conditions, security selection) and any efforts being undertaken to improve
performance. The funds' performance for both the one- and three-year periods
was above the median for their peer groups.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.



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44


ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.

COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the funds and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the funds' unified fee to the total
expense ratio of other funds in the funds' peer groups. The unified fee
charged to shareholders of Growth was below the median of the total expense
ratios of its peer group. The unified fee charged to shareholders of Vista was
in the lowest quartile of the total expense ratios of its peer group. The
board concluded that the management fee paid by the funds to the advisor was
reasonable in light of the services provided to the funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.


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45


COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the funds to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS
As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.


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46


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, distributions you receive from certain IRAs, or 403(b),
457 and qualified plans are subject to federal income tax withholding, unless
you elect not to have withholding apply. Tax will be withheld on the total
amount withdrawn even though you may be receiving amounts that are not subject
to withholding, such as nondeductible contributions. In such case, excess
amounts of withholding could occur. You may adjust your withholding election
so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient. You can reduce or defer the income tax on a distribution
by directly or indirectly rolling such distribution over to another IRA or
eligible plan. You should consult your tax advisor for additional information.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


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47


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.


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48



[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . .              1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . .              1-800-345-2021
                                                                   or 816-531-5575

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . .              1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . .              1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.


American Century Investments                                       PRSRT STD
P.O. Box 419200                                                U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                      AMERICAN CENTURY
                                                                   COMPANIES

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0812
CL-ANN-62719S










[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

GIFTRUST FUND

PROSPECTUS SUPPLEMENT ENCLOSED




PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
October 31, 2008. It was a time of enormous upheaval and change. We understand
and appreciate the challenges you have faced during this historic period, and
share your concerns about the economy, the markets, and fund holdings. To help
address these issues, I'd like to provide my perspective on how we have
managed--and continue to manage--your investments in these uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan S. Thomas
Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns. . . . . . . . . . . . . . . . . . . .      2

GIFTRUST

     Performance. . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . .      5
      Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Five Industries . . . . . . . . . . . . . . . . . . . . . .      6
      Types of Investments in Portfolio . . . . . . . . . . . . . . .      6
     Shareholder Fee Example. . . . . . . . . . . . . . . . . . . . .      7

FINANCIAL STATEMENTS

     Schedule of Investments. . . . . . . . . . . . . . . . . . . . .      9
     Statement of Assets and Liabilities. . . . . . . . . . . . . . .     13
     Statement of Operations. . . . . . . . . . . . . . . . . . . . .     14
     Statement of Changes in Net Assets . . . . . . . . . . . . . . .     15
     Notes to Financial Statements. . . . . . . . . . . . . . . . . .     16
     Financial Highlights . . . . . . . . . . . . . . . . . . . . . .     20
     Report of Independent Registered Public Accounting Firm. . . . .     21

OTHER INFORMATION

     Management . . . . . . . . . . . . . . . . . . . . . . . . . . .     22
     Approval of Management Agreement for Giftrust. . . . . . . . . .     25
     Additional Information . . . . . . . . . . . . . . . . . . . . .     29
     Index Definitions. . . . . . . . . . . . . . . . . . . . . . . .     30

The opinions expressed in the Market Perspective and the Portfolio Commentary
reflect those of the portfolio management team as of the date of the report,
and do not necessarily represent the opinions of American Century Investments
or any other person in the American Century Investments organization. Any such
opinions are subject to change at any time based upon market or other
conditions and American Century Investments disclaims any responsibility to
update such opinions. These opinions may not be relied upon as investment
advice and, because investment decisions made by American Century Investments
funds are based on numerous factors, may not be relied upon as an indication
of trading intent on behalf of any American Century Investments fund. Security
examples are used for representational purposes only and are not intended as
recommendations to purchase or sell securities. Performance information for
comparative indices and securities is provided to American Century Investments
by third party vendors. To the best of American Century Investments'
knowledge, such information is accurate at the time of printing.




MARKET PERSPECTIVE

[photo of chief investment officer]

By Steve J. Lurito, Chief Investment Officer,
U.S. Growth Equity

THE PERFECT STORM

The year ended October 31, 2008, was one of the most turbulent periods for the
U.S. equity market since the Great Depression. As the accompanying table
shows, stocks declined sharply across the board as a "perfect storm" of
negative influences undermined investor confidence and produced a dramatic
increase in market volatility.

The biggest impact came from the credit crisis that grew out of the housing
and mortgage meltdowns in 2007. Credit conditions deteriorated throughout the
one-year period, culminating in a liquidity crisis that led to the downfall of
a number of major financial companies. Examples included the government
conservatorship of mortgage lenders Fannie Mae and Freddie Mac, the bankruptcy
of brokerage firm Lehman Brothers, and the government bailout of insurer
American International Group. Despite efforts by the U.S. government and
Federal Reserve to provide systemic stability, the credit markets remained
deeply troubled.

Diminishing economic activity also weighed on the stock market. After
decelerating in 2007, the U.S. economy weakened further in 2008 as consumer
spending stalled, the housing downturn worsened, and the unemployment rate
reached its highest level since 1994. The U.S. economic slowdown spread to
other parts of the world, increasing the likelihood of a global recession.

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies combined with speculative excesses
boosted the prices of energy and many other commodities to record highs by
mid-2008. However, the global economic slowdown led to a sharp reversal in
commodity prices during the last few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008
RUSSELL 1000 INDEX (LARGE-CAP)      -36.80%
Russell 1000 Value Index            -36.80%
Russell 1000 Growth Index           -36.95%
RUSSELL MIDCAP INDEX                -40.67%
Russell Midcap Value Index          -38.83%
Russell Midcap Growth Index         -42.65%
RUSSELL 2000 INDEX (SMALL-CAP)      -34.16%
Russell 2000 Value Index            -30.54%
Russell 2000 Growth Index           -37.87%


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2


PERFORMANCE
Giftrust

Total Returns as of October 31, 2008

                                        Average Annual Returns

                                                           Since       Inception
                       1 year     5 years   10 years     Inception        Date

GIFTRUST               -39.49%    6.32%(1)  4.40%(1)      10.82%        11/25/83

Russell Midcap
Growth Index(2)        -42.65%     -0.18%     2.20%        --(3)           --

(1) Returns would have been lower if management fees had not been waived from
2/1/04 to 7/31/04.

(2) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.
  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(3) Benchmark began 12/31/85.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund's investment process may result in high
portfolio turnover, high commission costs and high capital gains
distributions. In addition, its investment approach may involve higher
volatility and risk. International investing involves special risks, such as
political instability and currency fluctuations. Investing in emerging markets
may accentuate these risks.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


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3


Giftrust

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Giftrust 59.05% 63.10% -56.36% -15.38% 18.18% -1.64%* 25.13% 16.49% 56.63% -39.49%

Russell
Midcap
Growth
Index 37.66% 38.67% -42.78% -17.61% 39.30% 8.77% 15.91% 14.51% 19.72% -42.65%

*Returns would have been lower, along with the ending value, if management
fees had not been waived from 2/1/04 to 7/31/04.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund's investment process may result in high
portfolio turnover, high commission costs and high capital gains
distributions. In addition, its investment approach may involve higher
volatility and risk. International investing involves special risks, such as
political instability and currency fluctuations. Investing in emerging markets
may accentuate these risks.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.

- ------
4

PORTFOLIO COMMENTARY
Giftrust

Portfolio Managers: David Hollond and Greg Walsh

PERFORMANCE SUMMARY

Giftrust returned -39.49% for the 12 months ended October 31, 2008, which
compares favorably to the -42.65% return of the portfolio's benchmark, the
Russell Midcap Growth Index.

As discussed in the Market Perspective on page 2, equity markets declined
significantly during the reporting period as the subprime mortgage-driven
credit crisis spread further into the economy. In this environment, mid-cap
stocks underperformed their large- and small-cap counterparts, and
growth-oriented shares lagged value stocks.

The portfolio's relative performance was helped in particular by holdings in
the materials, consumer discretionary, industrials and health care sectors.
The main detractors from performance were holdings in the information
technology sector, as well as allocations and stock selection in the
telecommunications services and consumer staples sectors.

INFORMATION TECHNOLOGY, TELECOMMUNICATIONS SERVICES DETRACTED

Stock selection in the information technology sector weighed on absolute and
relative performance. The semiconductor industry, in particular, was home to
several detractors from returns. Giftrust held an overweight stake in MEMC, a
global supplier of polysilicon, a raw material used in the production of solar
cells. MEMC's share price fell 75%, due to poor company execution in
ramping-up polysilicon production capacity.

Weightings and stock selection in the telecommunications sector also curbed
relative returns. Within the wireless telecom industry, the portfolio
maintained an overweight in NII Holdings, Inc., which provides cellular
service in burgeoning Latin American markets. Although it has benefited
performance in the past, NII detracted from returns during the reporting
period.

CONSUMER DISCRETIONARY, INDUSTRIALS CONTRIBUTED, BUT CERTAIN HOLDINGS LAGGED

Effective stock selection within the consumer discretionary sector helped
returns relative to the benchmark. Here, overweighted investment positions in
discount retailers such as Dollar Tree and Family Dollar Stores helped
performance. Companies in this category have benefited from the weak economy,
which caused consumers to trade down in their buying habits. Underweighting or
altogether sidestepping most of the other companies in the sector further
aided relative returns.

Elsewhere in the consumer discretionary sector, an overweight stake in ITT
Educational Services hindered performance as the private education company
suffered from the fallout from the credit crunch. As with the subprime
mortgage industry, private education firms experienced a loss of liquidity as
investors shied away from student loans.

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Monsanto Co. 2.5% 3.2%
CSL Ltd. 2.5% 3.6%
Express Scripts, Inc. 2.1% 2.4%
Activision Blizzard, Inc.* 2.0% 1.4%
Apple, Inc. 1.8% 1.6%
Ubisoft Entertainment SA 1.7% 1.1%
Omnicare, Inc. 1.7% --
Grifols SA 1.6% --
Petrohawk Energy Corp. 1.5% 2.3%
Celgene Corp. 1.5% 0.8%

*Formerly Activision, Inc.

- ------
5

Giftrust

Within the industrials sector, Giftrust benefited mainly from overweight
positions in railroad companies, including Norfolk Southern and Union Pacific.
This industry experienced improving fundamentals as higher fuel prices created
an advantage for the more fuel-efficient railroads versus trucking companies,
and as coal shipments continued to increase.

Also within the industrials sector, Giftrust's investment in machinery company
Flowserve Corp. benefited relative performance. This manufacturer of pumps,
seals, and valves has experienced improving fundamentals because of its sales
to customers in the oil and gas, chemical, and water industries. Flowserve was
a key contributor to relative portfolio performance, although its 27%
share-price decline hurt absolute returns.

MATERIALS GAINED

A higher standard of living in emerging markets and greater focus on biofuels
translated into growing demand for agricultural products. That in turn drove
up commodity prices, benefiting select agricultural chemical companies within
the portfolio during the reporting period. Within this group, Monsanto, which
is a producer of corn seed, benefited from escalating corn prices while
agricultural chemicals company K+S Agriculture was helped by higher demand for
its fertilizer products. Since neither of these were members of the benchmark,
both companies were substantial contributors to relative performance as their
share prices experienced only modest declines.

OUTLOOK

Giftrust's investment process focuses on medium-sized companies with
accelerating revenue and earnings growth rates that are also exhibiting
share-price strength. We believe that active investing in such companies will
generate attractive absolute and relative investment performance over time.
Despite the volatility and difficult investment environment, we will remain
focused on implementing our time-tested process.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Oil, Gas & Consumable Fuels 7.2% 5.2%
Software 6.9% 6.1%
Biotechnology 5.6% 5.9%
Health Care Providers & Services 5.5% 3.3%
Specialty Retail 5.1% 5.5%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Domestic Common Stocks 86.3% 81.5%
Foreign Common Stocks* 11.5% 18.1%
TOTAL COMMON STOCKS 97.8% 99.6%
Temporary Cash Investments 3.5% 0.9%
Other Assets and Liabilities (1.3)% (0.5)%

*Includes depositary shares, dual listed securities and foreign ordinary
shares.

- ------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

- ------
7

Beginning Ending Expenses Paid
Account Value Account Value During Period* Annualized
5/1/08 10/31/08 5/1/08 - 10/31/08 Expense Ratio*

Actual $1,000 $657.70 $4.17 1.00%

Hypothetical $1,000 $1,020.11 $5.08 1.00%

*Expenses are equal to the fund's annualized expense ratio listed in the table
above, multiplied by the average account value over the period, multiplied by
184, the number of days in the most recent fiscal half-year, divided by 366,
to reflect the one-half year period.

- ------
8

SCHEDULE OF INVESTMENTS
Giftrust

OCTOBER 31, 2008

Shares Value

Common Stocks -- 97.8%

AEROSPACE & DEFENSE -- 1.5%
83,400 Alliant Techsystems, Inc.(1) $ 6,883,836
59,700 Lockheed Martin Corp. 5,077,485
------------
11,961,321
------------
AIR FREIGHT & LOGISTICS -- 0.8%
120,000 C.H. Robinson Worldwide, Inc. 6,213,600
------------
AIRLINES -- 1.1%
218,000 AMR Corp.(1) 2,225,780
118,900 Continental Airlines, Inc., Class B(1) 2,249,588
211,900 Delta Air Lines, Inc.(1) 2,326,662
375,500 JetBlue Airways Corp.(1) 2,084,025
------------
8,886,055
------------
BIOTECHNOLOGY -- 5.6%
191,400 Celgene Corp.(1) 12,299,364
815,397 CSL Ltd. 19,873,949
637,700 Grifols SA 12,723,638
------------
44,896,951
------------
CAPITAL MARKETS -- 2.6%
224,200 Charles Schwab Corp. (The) 4,286,704
130,138 Lazard Ltd., Class A 3,926,263
189,500 Merrill Lynch & Co., Inc. 3,522,805
62,400 Morgan Stanley 1,090,128
330,250 Raymond James Financial, Inc. 7,691,523
------------
20,517,423
------------
CHEMICALS -- 2.8%
228,840 Monsanto Co. 20,362,183
23,300 Potash Corp of Saskatchewan 1,986,558
------------
22,348,741
------------
COMMERCIAL BANKS -- 0.9%
170,300 KeyCorp 2,082,769
90,000 Marshall & Ilsley Corp. 1,622,700
117,500 Synovus Financial Corp. 1,213,775
42,400 TCF Financial Corp. 752,176
49,000 Zions Bancorp. 1,867,390
------------
7,538,810
------------
COMMERCIAL SERVICES & SUPPLIES -- 0.5%
112,200 Copart, Inc.(1) 3,915,780
------------
COMMUNICATIONS EQUIPMENT -- 0.6%
266,100 Juniper Networks, Inc.(1) 4,986,714
------------
COMPUTERS & PERIPHERALS -- 1.8%
138,030 Apple, Inc.(1) 14,850,648
------------

Shares Value

CONSTRUCTION & ENGINEERING -- 1.4%
90,600 KBR, Inc. $ 1,344,504
503,800 Quanta Services, Inc.(1) 9,955,088
------------
11,299,592
------------
CONTAINERS & PACKAGING -- 1.4%
508,600 Crown Holdings, Inc.(1) 10,263,548
28,487 Rock-Tenn Co., Class A 866,290
------------
11,129,838
------------
DISTRIBUTORS -- 0.4%
298,300 LKQ Corp.(1) 3,412,552
------------
DIVERSIFIED -- 1.2%
98,100 Standard & Poor's 500 Depositary Receipt,
Series 1 9,499,023
------------
DIVERSIFIED CONSUMER SERVICES -- 5.1%
128,823 Apollo Group, Inc., Class A(1) 8,954,487
200,083 DeVry, Inc. 11,342,705
493,676 H&R Block, Inc. 9,735,291
106,500 New Oriental Education & Technology Group ADR(1) 6,810,675
16,600 Strayer Education, Inc. 3,756,082
------------
40,599,240
------------
DIVERSIFIED FINANCIAL SERVICES -- 0.2%
6,900 CME Group, Inc. 1,946,835
------------
ELECTRICAL EQUIPMENT -- 1.0%
88,273 Energy Conversion Devices, Inc.(1) 3,013,640
21,838 First Solar, Inc.(1) 3,138,120
53,200 Vestas Wind Systems AS(1) 2,189,794
------------
8,341,554
------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 1.2%
111,650 Dolby Laboratories, Inc., Class A(1) 3,524,790
185,500 FLIR Systems, Inc.(1) 5,954,550
------------
9,479,340
------------
ENERGY EQUIPMENT & SERVICES -- 1.8%
107,600 Dresser-Rand Group, Inc.(1) 2,410,240
138,900 Pride International, Inc.(1) 2,609,931
61,300 Smith International, Inc. 2,113,624
44,300 Transocean, Inc.(1) 3,647,219
231,200 Weatherford International Ltd.(1) 3,902,656
------------
14,683,670
------------
FOOD & STAPLES RETAILING -- 0.8%
179,200 BJ's Wholesale Club, Inc.(1) 6,307,840
------------

- ------
9

Giftrust

Shares Value

FOOD PRODUCTS -- 1.6%
127,000 H.J. Heinz Co. $ 5,565,140
71,200 Kellogg Co. 3,589,904
345,900 Sara Lee Corp. 3,867,162
------------
13,022,206
------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 4.4%
108,200 Baxter International, Inc. 6,545,018
167,100 Covidien Ltd. 7,400,859
81,700 Edwards Lifesciences Corp(1) 4,317,028
50,100 Mettler Toledo International, Inc.(1) 3,834,654
171,000 Thoratec Corp.(1) 4,210,020
206,600 Varian Medical Systems, Inc.(1) 9,402,366
------------
35,709,945
------------
HEALTH CARE PROVIDERS & SERVICES -- 5.5%
284,400 Express Scripts, Inc.(1) 17,237,484
275,000 Medco Health Solutions, Inc.(1) 10,436,250
481,700 Omnicare, Inc. 13,280,469
96,700 UnitedHealth Group, Inc. 2,294,691
19,000 WellPoint, Inc.(1) 738,530
------------
43,987,424
------------
HOTELS, RESTAURANTS & LEISURE -- 1.6%
100,383 Bally Technologies, Inc.(1) 2,223,483
37,400 Chipotle Mexican Grill, Inc., Class A(1) 1,898,050
39,700 Chipotle Mexican Grill, Inc., Class B(1) 1,697,969
87,900 Panera Bread Co., Class A(1) 3,966,048
853 Royal Caribbean Cruises Ltd. 11,567
114,300 WMS Industries, Inc.(1) 2,857,500
------------
12,654,617
------------
HOUSEHOLD DURABLES -- 0.3%
83,100 KB Home 1,386,939
112,200 Pulte Homes, Inc. 1,249,908
------------
2,636,847
------------
INSURANCE -- 2.2%
34,600 ACE Ltd. 1,984,656
144,500 AON Corp. 6,112,350
67,600 Axis Capital Holdings Ltd. 1,925,248
10,400 Everest Re Group Ltd. 776,880
141,300 Marsh & McLennan Cos., Inc. 4,142,916
288,500 XL Capital Ltd., Class A 2,798,450
------------
17,740,500
------------
INTERNET & CATALOG RETAIL -- 0.5%
83,408 priceline.com, Inc.(1) 4,389,763
------------

Shares Value

INTERNET SOFTWARE & SERVICES -- 2.3%
529,734 Ariba, Inc.(1) $ 5,668,154
118,500 Digital River, Inc.(1) 2,936,430
74,300 Equinix, Inc.(1) 4,637,806
226,300 Netease.com, Inc. ADR(1) 5,091,750
------------
18,334,140
------------
IT SERVICES -- 1.8%
157,900 Global Payments, Inc. 6,396,529
55,300 MasterCard, Inc., Class A 8,174,446
------------
14,570,975
------------
LIFE SCIENCES TOOLS & SERVICES -- 1.5%
89,985 Covance, Inc.(1) 4,499,250
190,900 Thermo Fisher Scientific, Inc.(1) 7,750,540
------------
12,249,790
------------
MACHINERY -- 1.5%
138,984 Flowserve Corp. 7,910,969
115,900 Parker-Hannifin Corp. 4,493,443
------------
12,404,412
------------
MEDIA -- 0.7%
263,900 DIRECTV Group, Inc. (The)(1) 5,776,771
------------
MULTI-INDUSTRY -- 1.0%
469,800 Financial Select Sector SPDR Fund 7,295,994
------------
MULTILINE RETAIL -- 2.7%
210,700 Big Lots, Inc.(1) 5,147,401
285,100 Dollar Tree, Inc.(1) 10,839,502
207,300 Family Dollar Stores, Inc. 5,578,443
------------
21,565,346
------------
OIL, GAS & CONSUMABLE FUELS -- 7.2%
49,800 Alpha Natural Resources, Inc.(1) 1,781,346
191,070 Arena Resources, Inc.(1) 5,823,814
104,600 CONSOL Energy, Inc. 3,283,394
103,000 Continental Resources, Inc.(1) 3,336,170
131,800 Equitable Resources, Inc. 4,574,778
139,500 Peabody Energy Corp. 4,814,145
649,755 Petrohawk Energy Corp.(1) 12,312,857
132,700 Plains Exploration & Production Co.(1) 3,742,140
147,900 Range Resources Corp. 6,244,338
217,400 Southwestern Energy Co.(1) 7,743,788
81,553 Whiting Petroleum Corp.(1) 4,239,940
------------
57,896,710
------------
PERSONAL PRODUCTS -- 0.8%
121,200 Avon Products, Inc. 3,009,396
86,200 Estee Lauder Cos., Inc. (The), Class A 3,106,648
------------
6,116,044
------------

- ------
10

Giftrust

Shares Value

PROFESSIONAL SERVICES -- 1.3%
90,700 FTI Consulting, Inc.(1) $ 5,283,275
96,104 Huron Consulting Group, Inc.(1) 5,225,174
------------
10,508,449
------------
ROAD & RAIL -- 4.1%
103,200 Canadian National Railway Co. 4,464,432
190,500 CSX Corp. 8,709,660
188,500 Norfolk Southern Corp. 11,298,690
122,400 Union Pacific Corp. 8,172,648
------------
32,645,430
------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.1%
221,900 Altera Corp. 3,849,965
139,000 Analog Devices, Inc. 2,969,040
281,415 Broadcom Corp., Class A(1) 4,806,568
196,300 Linear Technology Corp. 4,452,084
280,700 Marvell Technology Group Ltd.(1) 1,953,672
77,900 National Semiconductor Corp. 1,025,943
401,100 NVIDIA Corp.(1) 3,513,636
650,000 ON Semiconductor Corp.(1) 3,321,500
215,500 Semiconductor HOLDRs Trust 4,471,625
102,965 Silicon Laboratories, Inc.(1) 2,672,972
------------
33,037,005
------------
SOFTWARE -- 6.9%
1,266,842 Activision Blizzard, Inc.(1) 15,784,851
297,222 McAfee, Inc.(1) 9,674,576
38,400 Nintendo Co. Ltd. 12,111,250
149,400 Sybase, Inc.(1) 3,978,522
264,582 Ubisoft Entertainment SA(1) 13,982,779
------------
55,531,978
------------
SPECIALTY RETAIL -- 5.1%
317,000 American Eagle Outfitters, Inc. 3,525,040
244,400 Children's Place Retail Stores, Inc. (The)(1) 8,170,292
276,600 Guess?, Inc. 6,021,582
214,000 Limited Brands, Inc. 2,563,720
181,500 PetSmart, Inc. 3,573,735
249,200 Ross Stores, Inc. 8,146,348
408,900 Urban Outfitters, Inc.(1) 8,889,486
------------
40,890,203
------------
TEXTILES, APPAREL & LUXURY GOODS -- 3.8%
197,200 Carter's, Inc.(1) 4,188,528
90,700 NIKE, Inc., Class B 5,227,041
165,800 Polo Ralph Lauren Corp. 7,820,786
127,034 True Religion Apparel, Inc.(1) 2,127,820
130,800 Under Armour, Inc., Class A(1) 3,400,800
258,000 Warnaco Group, Inc. (The)(1) 7,690,980
------------
30,455,955
------------

Shares Value

THRIFTS & MORTGAGE FINANCE -- 0.9%
378,000 Hudson City Bancorp., Inc. $ 7,110,180
------------
TOBACCO -- 1.3%
158,200 Lorillard, Inc. 10,419,052
------------
TRADING COMPANIES & DISTRIBUTORS -- 0.4%
75,200 Fastenal Co. 3,027,552
------------
WIRELESS TELECOMMUNICATION SERVICES -- 1.6%
59,900 American Tower Corp., Class A(1) 1,935,369
454,600 MetroPCS Communications, Inc.(1) 6,246,204
110,705 NII Holdings, Inc.(1) 2,851,761
101,400 SBA Communications Corp., Class A(1) 2,128,386
------------
13,161,720
------------
TOTAL COMMON STOCKS
(Cost $851,695,542) 785,954,535
------------

Temporary Cash Investments -- 3.5%

40,552 JPMorgan U.S. Treasury Plus Money Market Fund
Agency Shares 40,552

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $29,110,894), in a joint trading account at
0.05%, dated 10/31/08, due 11/3/08 (Delivery value $28,600,119) 28,600,000
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $28,640,552) 28,640,552
------------
TOTAL INVESTMENT SECURITIES -- 101.3%
(Cost $880,336,094) 814,595,087
------------
OTHER ASSETS AND LIABILITIES -- (1.3)% (10,824,339)
------------
TOTAL NET ASSETS -- 100.0% $803,770,748
============

Geographic Diversification
(as a % of net assets)

United States 86.3%
Australia 2.5%
France 1.7%
Spain 1.6%
Japan 1.5%
China 1.5%
Bermuda 1.4%
Canada 0.8%
Denmark 0.3%
Switzerland 0.2%
Cash and Equivalents* 2.2%

*Includes temporary cash investments and other assets and liabilities.

- ------
11

Giftrust

Forward Foreign Currency Exchange Contracts

Settlement Unrealized
Contracts to Sell Date Value Gain (Loss)

23,600,851 AUD for USD 11/28/08 $15,646,184 $162,615
6,310,761 CAD for USD 11/28/08 5,234,453 (35,708)
9,208,011 DKK for USD 11/28/08 1,573,286 15,888
16,316,368 EUR for USD 11/28/08 20,777,753 293,411
610,849,740 JPY for USD 11/28/08 6,206,199 56,879
----------- ----------
$49,437,875 $493,085
=========== ==========

(Value on Settlement Date $49,930,960)

Notes to Schedule of Investments

ADR = American Depositary Receipt

AUD = Australian Dollar

CAD = Canadian Dollar

DKK = Danish Krone

EUR = Euro

HOLDRs = Holding Company Depositary Receipts

JPY = Japanese Yen

SPDR = Standard & Poor's Depositary Receipts

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $60,881,410,
which represented 7.6% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.
Industry classifications are unaudited.

See Notes to Financial Statements.

- ------
12

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008

ASSETS

Investment securities, at value (cost of $880,336,094) $814,595,087

Receivable for investments sold 20,713,846

Receivable for forward foreign currency exchange contracts 528,793

Receivable for capital shares sold 19,182

Dividends and interest receivable 399,334
------------
836,256,242
-----------

LIABILITIES

Disbursements in excess of demand deposit cash 29,103

Payable for investments purchased 31,672,326

Payable for capital shares redeemed 68,376

Payable for forward foreign currency exchange contracts 35,708

Accrued management fees 679,981
------------
32,485,494
------------

NET ASSETS $803,770,748
============

CAPITAL SHARES, $0.01 PAR VALUE

Authorized 200,000,000
============

Outstanding 42,128,731
============

NET ASSET VALUE PER SHARE $19.08
============

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $897,161,740

Undistributed net investment income 585,494

Accumulated net realized loss on investment and foreign currency
transactions (28,747,154)

Net unrealized depreciation on investments and translation of
assets and liabilities in foreign currencies (65,229,332)
------------
$803,770,748
============

See Notes to Financial Statements.

- ------
13

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008

INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of $113,803) $ 6,002,926

Interest 406,232
--------------
6,409,158
--------------

EXPENSES:

Management fees 12,209,669

Directors' fees and expenses 32,109

Other expenses 5,874
--------------
12,247,652
--------------

NET INVESTMENT INCOME (LOSS) (5,838,494)
--------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions (23,026,155)

Foreign currency transactions 10,973,344

Futures transactions (1,291,531)
--------------
(13,344,342)
--------------

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

Investments (516,069,380)

Translation of assets and liabilities in foreign currencies 765,774
--------------
(515,303,606)
--------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (528,647,948)
--------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(534,486,442)
==============

See Notes to Financial Statements.

- ------
14

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007

Increase (Decrease) in Net Assets 2008 2007

OPERATIONS

Net investment income (loss) $ (5,838,494) $(6,683,330)

Net realized gain (loss) (13,344,342) 252,077,446

Change in net unrealized appreciation
(depreciation) (515,303,606) 286,275,760
------------- --------------
Net increase (decrease) in net assets resulting
from operations (534,486,442) 531,669,876
------------- --------------

CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold 10,453,508 11,497,937

Payments for shares redeemed (93,410,238) (106,533,236)
------------- --------------
Net increase (decrease) in net assets from
capital share transactions (82,956,730) (95,035,299)
------------- --------------

NET INCREASE (DECREASE) IN NET ASSETS (617,443,172) 436,634,577

NET ASSETS

Beginning of period 1,421,213,920 984,579,343
------------- --------------
End of period $ 803,770,748 $1,421,213,920
============= ==============

Undistributed net investment income $585,494 $122,505
============= ==============

TRANSACTIONS IN SHARES OF THE FUND

Sold 377,995 468,391

Redeemed (3,326,738) (4,291,934)
------------- --------------
Net increase (decrease) in shares of the fund (2,948,743) (3,823,543)
============= ==============

See Notes to Financial Statements.

- ------
15

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Giftrust Fund (the fund) is one fund
in a series issued by the corporation. The fund is diversified under the 1940
Act. The fund's investment objective is to seek long-term capital growth. The
fund pursues its objective by investing primarily in equity securities of
medium-sized and smaller companies that management believes will increase in
value over time. Effective March 1, 2009, the fund may invest in companies of
any size. The following is a summary of the fund's significant accounting
policies.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Securities traded on foreign
securities exchanges and over-the-counter markets are normally completed
before the close of business on days that the New York Stock Exchange (the
Exchange) is open and may also take place on days when the Exchange is not
open. If an event occurs 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, that security would be valued as
determined in accordance with procedures adopted by the Board of Directors. If
the fund determines that the market price of a portfolio security is not
readily available, or that the valuation methods mentioned above do not
reflect the security's fair value, such security is valued as determined by
the Board of Directors or its designee, in accordance with procedures adopted
by the Board of Directors, if such determination would materially impact a
fund's net asset value. Certain other circumstances may cause the fund to use
alternative procedures to value a security such as: a security has been
declared in default; trading in a security has been halted during the trading
day; or there is a foreign market holiday and no trading will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes. Certain countries impose taxes on realized gains
on the sale of securities registered in their country. The fund records the
foreign tax expense, if any, on an accrual basis. The realized and unrealized
tax provision reduces the net realized gain (loss) on investment transactions
and net unrealized appreciation (depreciation) on investments, respectively.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The fund estimates the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.

- ------
16

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

EXCHANGE TRADED FUNDS -- The fund may invest in exchange traded funds (ETFs).
ETFs are a type of index fund bought and sold on a securities exchange. An ETF
trades like common stock and represents a fixed portfolio of securities
designed to track the performance and dividend yield of a particular domestic
or foreign market index. A fund may purchase an ETF to temporarily gain
exposure to a portion of the U.S. or a foreign market while awaiting purchase
of underlying securities. The risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to track, although
the lack of liquidity on an ETF could result in it being more volatile.
Additionally, ETFs have management fees, which increase their cost.

INCOME TAX STATUS -- It is the fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The fund has adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement No. 109" during the current
fiscal year. The fund is no longer subject to examination by tax authorities
for years prior to 2005. At this time, management believes there are no
uncertain tax positions which, based on their technical merit, would not be
sustained upon examination and for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly change in the
next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

- ------
17

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, American Century
Investment Services, Inc., and the corporation's transfer agent, American
Century Services, LLC.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM js an equity
investor in ACC. Prior to December 12, 2007, the fund had a line of credit
agreement with JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the fund
and a wholly owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the year ended ended October 31, 2008, were $2,069,460,124
and $2,157,916,035, respectively.

4. BANK LINE OF CREDIT

5. RISK FACTORS

The fund's investment process may result in high portfolio turnover, high
commission costs and high capital gains distributions. In addition, its
investment approach may involve higher volatility and risk. There are also
certain risks involved in investing in foreign securities. These risks include
those resulting from future adverse political, social, and economic
developments, fluctuations in currency exchange rates, the possible imposition
of exchange controls, and other foreign laws or restrictions. Investing in
emerging markets may accentuate these risks.

6. FEDERAL TAX INFORMATION

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.
The fund may consider a portion of its earnings as already having been
distributed in the case of shareholder redemptions in order to satisfy its
distribution requirements. Therefore such amounts are reclassified from
undistributed net investment income to capital paid in and in addition, reduce
the total distributions paid to current shareholders. There were no
distributions paid by the fund during the years ended October 31, 2008 and
October 31, 2007.

- ------
18

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

Federal tax cost of investments $899,371,242
=============
Gross tax appreciation of investments $41,588,364
Gross tax depreciation of investments (126,364,519)
-------------
Net tax appreciation (depreciation) of investments $(84,776,155)
=============
Net tax appreciation (depreciation) on derivatives and
translation of assets and liabilities in foreign currencies $34,478
-------------
Net tax appreciation (depreciation) $(84,741,677)
=============
Undistributed ordinary income $1,062,691
Accumulated capital losses $(9,712,006)

The accumulated capital losses listed in the chart represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. Capital loss carryovers of $(2,183,412) expire in
2011 and $(7,528,594) expire in 2016.

7. RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (FAS 157), in September 2006, which is effective for
fiscal years beginning after November 15, 2007. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands the required
financial statement disclosures about fair value measurements. The adoption of
FAS 157 will not materially impact the determination of fair value.

- ------
19

FINANCIAL HIGHLIGHTS

Giftrust

For a Share Outstanding Throughout the Years Ended October 31

2008 2007 2006 2005 2004

PER-SHARE DATA

Net Asset Value, Beginning
of Period $31.53 $20.13 $17.28 $13.81 $14.04
-------- ------- ------- ------- ----------
Income From Investment
Operations

Net Investment Income
(Loss)(1) (0.13) (0.14) (0.05) (0.08) (0.01)

Net Realized and
Unrealized Gain (Loss) (12.32) 11.54 2.90 3.55 (0.22)
-------- ------- ------- ------- ----------
Total From Investment
Operations (12.45) 11.40 2.85 3.47 (0.23)
-------- ------- ------- ------- ----------
Net Asset Value, End of
Period $19.08 $31.53 $20.13 $17.28 $13.81
======== ======= ======= ======= ==========

TOTAL RETURN(2) (39.49)% 56.63% 16.49% 25.13% (1.64)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 1.00% 1.00% 0.49%(3)

Ratio of Net Investment
Income (Loss) to Average Net
Assets (0.48)% (0.57)% (0.22)% (0.46)% (0.09)%(3)

Portfolio Turnover Rate 171% 147% 229% 223% 260%

Net Assets, End of Period
(in millions) $804 $1,421 $985 $927 $865

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any.

(3) During a portion of the year ended October 31, 2004, the investment
advisor voluntarily agreed to waive its management fee. The waiver was in
effect from February 1, 2004 through July 31, 2004. Had fees not been waived
the annualized ratio of operating expenses to average net assets and
annualized ratio of net investment income (loss) to average net assets would
have been 1.00% and (0.60)%, respectively.

See Notes to Financial Statements.

- ------
20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Giftrust Fund, one of the funds
constituting American Century Mutual Funds, Inc. (the "Corporation"), as of
October 31, 2008, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements and financial highlights
based on our audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Giftrust Fund, one of the funds constituting American Century Mutual Funds,
Inc., as of October 31, 2008, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008

- ------
21

MANAGEMENT

INTERESTED DIRECTORS

INDEPENDENT DIRECTORS

- ------
22

- ------
23

OFFICERS

The SAI has additional information about the fund's directors and is available
without charge, upon request, by calling 1-800-345-2021.

- ------
24

APPROVAL OF MANAGEMENT AGREEMENT

Giftrust

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Giftrust (the "fund") and the services
provided to the fund under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the fund to the cost of owning a similar
fund;

* data comparing the fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

- ------
25

FACTORS CONSIDERED

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

- ------
26

to conduct their business. At each quarterly meeting the Directors review
investment performance information for the fund, together with comparative
information for appropriate benchmarks and peer groups of funds managed
similarly to the fund. The Directors also review detailed performance
information during the 15(c) Process comparing the fund's performance with
that of similar funds not managed by the advisor. If performance concerns are
identified, the Directors discuss with the advisor the reasons for such
results (e.g., market conditions, security selection) and any efforts being
undertaken to improve performance. The fund's performance for both the one-
and three-year periods was above the median for its peer group.

- ------
27

COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
fund's independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of the fund was in the lowest quartile of the total expense
ratios of its peer group. The board concluded that the management fee paid by
the fund to the advisor was reasonable in light of the services provided to
the fund.

CONCLUSIONS OF THE DIRECTORS

- ------
28

ADDITIONAL INFORMATION

PROXY VOTING GUIDELINES

QUARTERLY PORTFOLIO DISCLOSURE

- ------
29

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

- ------
30

NOTES

- ------
31

NOTES

- ------
32

[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . 1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . 1-800-345-2021 or
816-531-5575

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . 1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . 1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

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

PRSRT STD
U.S. POSTAGE PAID
AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

0812
CL-ANN-62715S-SUP

[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

SELECT FUND
CAPITAL GROWTH FUND
FOCUSED GROWTH FUND
FUNDAMENTAL EQUITY FUND

PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

SELECT

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 6
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6

CAPITAL GROWTH

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 9
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 10
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 10

FOCUSED GROWTH

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 13
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 14
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 14

FUNDAMENTAL EQUITY

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 17
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 18
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 18

Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . . 19

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 22
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 33
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 35
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 36
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 38
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 48
Report of Independent Registered Public Accounting Firm . . . . . . . 72

OTHER INFORMATION

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Approval of Management Agreements for Select, Capital Growth,
Focused Growth and Fundamental Equity. . . . . . . . . . . . . . . . 76
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 81
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 82

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies combined with speculative excesses
boosted the prices of energy and many other commodities to record highs by
mid-2008. However, the global economic slowdown led to a sharp reversal in
commodity prices during the last few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP) -36.80%
Russell 1000 Value Index -36.80%
Russell 1000 Growth Index -36.95%

RUSSELL MIDCAP INDEX -40.67%
Russell Midcap Value Index -38.83%
Russell Midcap Growth Index -42.65%

RUSSELL 2000 INDEX (SMALL-CAP) -34.16%
Russell 2000 Value Index -30.54%
Russell 2000 Growth Index -37.87%

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2

PERFORMANCE
Select

Total Returns as of October 31, 2008
Average Annual Returns
5 10 Since Inception
1 year years years Inception Date

INVESTOR CLASS -37.71% -2.85% -1.69% 11.80% 6/30/71(1)

RUSSELL 1000 GROWTH INDEX(2) -36.95% -1.29% -2.10% N/A(3) --

Institutional Class -37.60% -2.66% -1.49% 2.01% 3/13/97

A Class(4)
No sales charge* -37.88% -3.09% -1.93% -0.15%
With sales charge* -41.45% -4.23% -2.51% -0.68% 8/8/97

B Class
No sales charge* -38.36% -3.83% -- -0.11%
With sales charge* -42.36% -4.06% -- -0.28% 1/31/03

C Class -38.34% -3.82% -- -0.09% 1/31/03

R Class -38.03% -- -- -8.51% 7/29/05

* Sales charges include initial sales charges and contingent deferred sales
charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial
sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B
Class shares redeemed within six years of purchase are subject to a CDSC that
declines from 5.00% during the first year after purchase to 0.00% the sixth
year after purchase. C Class shares redeemed within 12 months of purchase are
subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide
performance information net of maximum sales charges in all cases where
charges could be applied.

(1) Although the fund's actual inception date was 10/31/58, this inception
date corresponds with the investment advisor's implementation of its current
investment philosophy and practices.

(2) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

(3) Benchmark began 12/29/78.

(4) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

- ------
3

Select

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 31.22% 7.64% -28.93% -17.11% 17.11% 3.05% 6.67% -1.55% 28.37% -37.71%

Russell
1000
Growth
Index 34.25% 9.33% -39.95% -19.62% 21.81% 3.38% 8.81% 10.84% 19.23% -36.95%

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

- ------
4

PORTFOLIO COMMENTARY
Select

Portfolio Managers: Keith Lee and Michael Li

PERFORMANCE SUMMARY

Select returned -37.71* for the 12 months ended October 31, 2008, compared
with the -36.95% return of its benchmark, the Russell 1000 Growth Index, and
the -36.10%** return of the S&P 500 Index, a broader market measure.

As discussed in the Market Perspective on page 2, equity markets declined
during the reporting period against a backdrop of extreme market volatility,
as the subprime mortgage-driven credit crisis spread further into the economy.
In this environment, mid-cap stocks underperformed their large- and small-cap
counterparts, and growth-oriented shares lagged value stocks.

Within the portfolio, poor security selection in the industrials and
information technology sectors accounted for the bulk of Select's
underperformance relative to the benchmark. An underweight allocation and
stock selection in the health care sector also trimmed relative returns.
Effective stock selection in the consumer discretionary and energy sectors
helped to offset those losses.

INDUSTRIALS LED DECLINE

The industrials sector is home to several holdings involved with alternative
energy. Although holdings in this group have delivered gains in previous
reporting periods, they suffered from market volatility and slowing demand as
energy prices fell during the reporting period. Solar cell maker Q-Cells AG,
which is not a constituent of the benchmark, declined 70% and detracted from
absolute and relative performance.

A stake in Denmark-based Vestas Wind Systems AS, which is not a benchmark
constituent, also hurt absolute and relative returns. The developer of wind
power systems that harness wind energy to create electricity experienced a 54%
share price decline as demand for alternative energy slowed.

The portfolio maintained an overweight stake in the construction and
engineering industry, where we focused on companies involved in heavy
construction areas, including the construction of power plants and offshore
oil platforms. Within this group, overweight holding Foster Wheeler declined
on fears that weaker energy prices would reduce engineering and construction
activity.

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Wal-Mart Stores, Inc. 3.4% 2.0%
Apple, Inc. 2.9% 2.6%
Cisco Systems, Inc. 2.7% 2.7%
Coca-Cola Co. (The) 2.7% 1.9%
Hewlett-Packard Co. 2.7% 2.2%
Microsoft Corp. 2.6% 3.4%
Google, Inc., Class A 2.6% 1.8%
McDonald's Corp. 2.6% 2.2%
EMC Corp. 2.4% 2.0%
Occidental Petroleum Corp. 2.3% 2.4%

* All fund returns referenced in this commentary are for Investor Class
shares.

** The S&P 500 Index returns for the five- and 10-year periods ended October
31, 2008, were 0.26% and 0.40%, respectively.

- ------
5

Select

INFORMATION TECHNOLOGY, HEALTH CARE LAGGED, BUT CERTAIN HOLDINGS HELPED

Select maintained an overweight stake in information technology holding MEMC,
a global supplier of polysilicon, a raw material used in the production of
solar cells. MEMC was the primary detractor within the sector, due to poor
company execution in ramping up polysilicon production capacity.

In the health care sector, an overweight position in Schering-Plough
substantially underperformed due to cautious reviews of its cholesterol
lowering drug Vytorin by the American College of Cardiology and New England
Journal of Medicine. Although we had previously viewed market concerns over
this drug as unsubstantiated, the Select team ultimately exited the position
given this development.

Overweight stakes in biotechnology holding Genzyme and health care equipment
company Baxter International contributed to Select's relative performance.
Baxter's share price increased 2.2% while Genzyme's declined a modest 4.1%
during the volatile reporting period.

CONSUMER DISCRETIONARY, ENERGY CONTRIBUTED

Stock selection in the consumer discretionary sector aided the portfolio's
performance relative to the benchmark. Here, holdings within the hotels,
restaurants, and leisure industry were key contributors to relative gains.
McDonald's Corporation, which posted positive returns, and Yum! Brands, in
particular, which declined relatively modestly, benefited relative returns.

The energy sector was also a source of strength relative to the benchmark,
although it detracted from absolute returns. Stock selection in the oil, gas,
and consumable fuels group helped relative returns as the portfolio avoided a
number of laggards while holding relative outperformers. Occidental Petroleum,
in particular, was a meaningful contributor to relative returns.

STARTING POINT FOR NEXT REPORTING PERIOD

The reporting period was a very difficult environment for growth- and
momentum-oriented investment styles. Select's investment process, which
emphasizes these characteristics, experienced a significant headwind as a
result. Going forward, we remain confident in our investment beliefs that
stocks which exhibit high-quality, accelerating fundamentals, positive
relative strength, and attractive valuations will outperform in the long term.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Computers & Peripherals 7.9% 6.9%
Software 7.7% 7.3%
Food & Staples Retailing 5.3% 4.4%
Biotechnology 5.3% 4.5%
Beverages 5.2% 4.6%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Domestic Common Stocks 87.1% 84.4%
Foreign Common Stocks(1) 10.5% 13.1%
TOTAL COMMON STOCKS 97.6% 97.5%
Temporary Cash Investments 2.3% 2.0%
Other Assets and Liabilities 0.1% 0.5%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

- ------
6

PERFORMANCE
Capital Growth

Total Returns as of October 31, 2008
Average Annual
Returns
Since Inception
1 year Inception Date

A CLASS
No sales charge* -33.88% -1.19%
With sales charge* -37.67% -2.43% 2/27/04

RUSSELL 1000 GROWTH INDEX(1) -36.95% -2.86% --

Investor Class -33.67% -3.74% 7/29/05

Institutional Class -33.57% -3.55% 7/29/05

B Class
No sales charge* -34.36% -1.93%
With sales charge* -38.36% -2.39% 2/27/04

C Class -34.36% -1.93% 2/27/04

R Class -34.01% -4.22% 7/29/05

(1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

Lipper Fund Performance -- Performance data is total return, and is
preliminary and subject to revision.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.

- ------
7

Capital Growth

Growth of $10,000 Over Life of Class

$10,000 investment made February 27, 2004

One-Year Returns Over Life of Class
Periods ended October 31
                                2004*   2005    2006     2007      2008

A Class (no sales charge)      -1.10%   7.08%  11.24%   21.40%   -33.88%

Russell 1000 Growth Index      -3.70%   8.81%  10.84%   19.23%   -36.95%

* From 2/27/04, the A Class's inception date. Not annualized. Capital Growth A
Class's initial investment is $9,425 to reflect the maximum 5.75% initial
sales charge.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


- ------
8


PORTFOLIO COMMENTARY
Capital Growth

Portfolio Managers: Greg Woodhams and Prescott LeGard

PERFORMANCE SUMMARY

Capital Growth returned -33.88%* during the 12 months ended October 31, 2008.
By comparison, Capital Growth outperformed its benchmark--the Russell 1000
Growth Index--and the Lipper Large-Cap Growth Funds category average, which
returned -36.95% and -38.55%, respectively. See the previous page for the
portfolio's long-term performance compared with its benchmark.

The portfolio declined in a year of unprecedented turmoil in financial
markets. No sector contributed positively to absolute returns; information
technology shares detracted most. Capital Growth held up better than the
Russell index thanks to contributions from a number of sectors, led by
consumer discretionary, financials, and materials shares. Information
technology and industrials were the only sectors to detract from relative
results.

CONSUMER DISCRETIONARY CONTRIBUTED MOST

Outperformance in the consumer discretionary sector was driven by stock picks
in the multiline and specialty retail industries. The sector was home to the
number-one overall contributor to relative results, an overweight position in
Family Dollar Stores. In the specialty retail segment, performance benefited
from larger-than-benchmark weightings in Urban Outfitters and The TJX
Companies, which operates the T.J. Maxx and Marshalls chains, among others.
Having exposure to these and other discount retailers during the period
benefited portfolio performance in this difficult economic environment.

For example, in the consumer staples sector, Wal-Mart saw increased customer
traffic while continuing to make progress on its turnaround. Wal-Mart was a
top-five contributor to portfolio performance.

OTHER KEY CONTRIBUTORS

Materials shares also helped relative performance, led by stock selection.
Monsanto, the world's largest seed producer, was the leading contributor in
this space. It also helped to be underweight in the chemicals and metals and
mining industries, which suffered from falling commodity prices and the
outlook for slower economic growth and tighter credit. The portfolio had no
exposure to the poorest-performing fertilizer and steel companies, led by
Mosaic and U.S. Steel, respectively.

Top Ten Holdings as of October 31, 2008
                                  % of net       % of net
                                assets as of   assets as of
                                  10/31/08        4/30/08

Apple, Inc.                         3.4%           3.3%
Wal-Mart Stores, Inc.               3.1%           2.1%
Procter & Gamble Co. (The)          3.0%           1.3%
Cisco Systems, Inc.                 3.0%           1.5%
QUALCOMM, Inc.                      2.8%           2.5%
Coca-Cola Co. (The)                 2.8%           2.2%
Google, Inc., Class A               2.3%           0.9%
Oracle Corp.                        2.3%           0.8%
Raytheon Co.                        2.3%           1.9%
Union Pacific Corp.                 2.2%           0.4%

* All fund returns referenced in this commentary are for A Class shares and
are not reduced by sales charges. A Class shares are subject to a maximum
sales charge of 5.75%. Had the sales charge been applied, returns would be
lower than those shown.


- ------
9


Capital Growth

Financials shares contributed to relative performance thanks to stock
selection in the insurance space, as well as underweight positions in consumer
finance and thrifts. The key contribution to relative results came from an
overweight position in Chubb Corporation. Chubb had an essentially flat return
during an otherwise very difficult year for financials stocks because it's
seen as a well-capitalized, higher-quality name.

IT, INDUSTRIALS DETRACTED

The information technology sector was the largest detractor from relative
return. Stock selection in the software industry hurt performance, behind an
underweight position in Microsoft, which was seen as a "safe haven" during the
market turmoil. An underweight position and stock selection in IT services
also detracted. Here it hurt to be underrepresented in IBM, another big
safe-haven play, and overweight in Western Union and DST Systems during the
period.

The industrials sector underperformed due to positioning in the electrical
equipment, commercial services, road and rail, and building products
industries. Stock selection was mixed, but allocation detracted--the portfolio
was overweight in the poor-performing electrical equipment companies, and
underrepresented in the other industry segments, which held up better.

OUTLOOK

The Capital Growth team's investment process focuses on large companies
exhibiting sustainable improvement in their businesses. The managers have a
thesis on each stock they own and devote their entire research effort toward
identifying the companies in each sector and industry that they feel are
likely to outperform. It is the managers' belief that owning such companies
will generate outperformance over time versus the Russell 1000 Growth Index
and the other funds in the large-growth peer group.

As a result, the portfolio's sector and industry selection as well as
capitalization range allocations are primarily a result of identifying what
the managers believe to be superior individual securities. As of October 31,
2008, they found opportunity in the health care and consumer discretionary
sectors, the portfolio's largest overweight positions. The most notable sector
underweights were in information technology and energy shares.

Top Five Industries as of October 31, 2008
                                                % of net       % of net
                                              assets as of   assets as of
                                                10/31/08        4/30/08

Health Care Equipment & Supplies                  8.0%           8.0%
Software                                          6.7%           4.2%
Communications Equipment                          5.7%           7.9%
Semiconductors & Semiconductor Equipment          5.2%           5.5%
Oil, Gas & Consumable Fuels                       5.1%           6.3%

Types of Investments in Portfolio
                                                % of net       % of net
                                              assets as of   assets as of
                                                10/31/08        4/30/08

Domestic Common Stocks                            97.3%          91.8%
Foreign Common Stocks(1)                          1.4%           6.1%
TOTAL COMMON STOCKS                               98.7%          97.9%
Temporary Cash Investments                        0.9%            --
Other Assets and Liabilities(2)                   0.4%           2.1%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Includes securities lending collateral and other assets and liabilities.


- ------
10


PERFORMANCE
Focused Growth

Total Returns as of October 31, 2008
                                               Average Annual
                                                   Returns
                                                    Since       Inception
                                      1 year      Inception        Date

INVESTOR CLASS                       -32.19%       -2.76%        2/28/05

RUSSELL 1000 GROWTH INDEX(1)(2)      -36.95%       -3.93%           --

BLENDED INDEX                        -36.51%       -3.90%           --

S&P 500 INDEX(1)                     -36.10%       -3.91%           --

Institutional Class                  -32.09%       -28.08%       9/28/07

A Class
 No sales charge*                    -32.37%       -28.40%
 With sales charge*                  -36.27%       -32.19%       9/28/07

B Class
 No sales charge*                    -32.87%       -28.94%
 With sales charge*                  -36.87%       -32.73%       9/28/07

C Class                              -32.87%       -28.94%       9/28/07

R Class                              -32.56%       -28.58%       9/28/07

* Sales charges include initial sales charges and contingent deferred sales
charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial
sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B
Class shares redeemed within six years of purchase are subject to a CDSC that
declines from 5.00% during the first year after purchase to 0.00% the sixth
year after purchase. C Class shares redeemed within 12 months of purchase are
subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide
performance information net of maximum sales charges in all cases where
charges could be applied.

(1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  Lipper Fund Performance -- Performance data is total return, and is
preliminary and subject to revision.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(2) In March of 2008, the fund's benchmark changed from the blended index to
the Russell 1000 Growth Index. The fund's investment advisor believes this
index better represents the fund's portfolio composition.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund's investment approach may also result in high
portfolio turnover, which could mean high transaction costs, affecting both
performance and capital gains tax liabilities to investors. International
investing involves special risks, such as political instability and currency
fluctuations.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.


- ------
11


Focused Growth

Growth of $10,000 Over Life of Class

$10,000 investment made February 28, 2005

One-Year Returns Over Life of Class
Periods ended October 31
                               2005*    2006    2007      2008

Investor Class                 5.30%   9.13%   15.78%   -32.19%

Russell 1000 Growth Index      3.62%   10.84%  19.23%   -36.95%

Blended index                  2.53%   13.57%  16.88%   -36.51%

S&P 500 Index                  1.44%   16.34%  14.56%   -36.10%

*From 2/28/05, the Investor Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund's investment approach may also result in high
portfolio turnover, which could mean high transaction costs, affecting both
performance and capital gains tax liabilities to investors. International
investing involves special risks, such as political instability and currency
fluctuations.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.


- ------
12


PORTFOLIO COMMENTARY
Focused Growth

Portfolio Managers: Greg Woodhams and Joe Reiland

PERFORMANCE SUMMARY

Focused Growth returned -32.19%* during the 12 months ended October 31, 2008.
By comparison, the fund's benchmark--the Russell 1000 Growth Index--and Lipper
Large-Cap Growth Funds category average returned -36.95% and -38.55%,
respectively. See the previous page for the portfolio's long-term performance
compared with its benchmark.

Focused Growth outperformed the Russell 1000 Growth Index thanks to stock
selection across a number of sectors, led by financials and energy.
Information technology stocks detracted most from both relative and absolute
results. On an absolute basis, however, the portfolio declined in a year of
unprecedented turmoil in financial markets. No sector contributed positively
to absolute returns.

FINANCIALS, ENERGY LED CONTRIBUTORS

Financials shares contributed most to relative performance, thanks to stock
selection among insurance and capital market shares. The leading contributor
to relative results in the sector was an overweight position in Chubb
Corporation. Chubb had an essentially flat return during an otherwise very
difficult year for financial stocks because it is seen as a well-capitalized,
higher-quality name. Stock selection in the capital market space was another
source of strength. It helped to favor asset managers and custody banks--led
by Northern Trust and INVESCO--over poor-performing investment banks and
brokers.

Energy shares were also key contributors to return. Two of the top-five
contributors to relative results were Apache and Devon Energy, which held up
better than the average oil, gas, and consumable fuels stock in the index.
Their performance was driven by big gains early in the reporting period as oil
reached a record high in July before giving ground in recent months.

OTHER CONTRIBUTORS: HEALTH CARE, CONSUMER DISCRETIONARY

Health care stocks helped the portfolio's return relative to the benchmark
thanks to health care equipment and supplies firms Baxter International;
Becton, Dickinson & Co.; Alcon; C.R. Bard; and DENTSPLY International.
Consumer discretionary shares also contributed to relative return, driven by
stock picks in the multiline and specialty retail industries. The sector was
home to the number-two overall contributor to relative results, Family Dollar
Stores. In the specialty retail segment, TJX Companies was another notable
contributor. These companies operate discount retail chains that have seen
business pick up in the difficult economic environment.

Top Ten Holdings as of October 31, 2008
                                     % of net       % of net
                                   assets as of   assets as of
                                     10/31/08        4/30/08

Wal-Mart Stores, Inc.                  4.9%            --
Procter & Gamble Co. (The)             4.2%           3.0%
Coca-Cola Co. (The)                    3.9%           1.7%
QUALCOMM, Inc.                         3.8%           3.2%
Union Pacific Corp.                    3.2%            --
Raytheon Co.                           3.1%           2.3%
American Tower Corp., Class A          3.1%           0.6%
Becton, Dickinson & Co.                3.0%           2.6%
Emerson Electric Co.                   2.9%           2.7%
Chubb Corp.                            2.9%           2.6%

*All fund returns referenced in this commentary are for Investor Class shares.


- ------
13


Focused Growth

LEADING DETRACTORS

The information technology sector was the largest detractor from relative
return. Positioning in the IT services industry drove the underperformance, as
it hurt to be underrepresented in Western Union, IBM, and Accenture, and
overweight in DST Systems and Visa.

In terms of individual stocks, the largest detractor from relative performance
was oil and gas driller Helmerich & Payne, which lagged because of the sharp
slide in energy prices. Focused Growth's management team reduced the position
over concern about the company's exposure to land-based drilling.

Auto parts maker BorgWarner was the number-two detractor, hurt by the sharp
slowdown in the automotive industry. Fund managers trimmed their exposure to
the stock; nevertheless, they maintained a position because they believe the
company's prospects are bolstered by the need more fuel-efficient and
higher-performance engines.

OUTLOOK

The Focused Growth team's investment process focuses on large companies
exhibiting sustainable improvement in their businesses. The managers have a
thesis on each stock they own and devote their entire research effort toward
identifying the companies in each sector and industry that they feel are
likely to outperform. It is the managers' belief that owning such companies
will generate outperformance over time versus the Russell 1000 Growth Index
and the other funds in the large-growth peer group.

As a result, the portfolio's sector and industry selection as well as
capitalization range allocations are primarily a result of identifying what
the managers believe to be superior individual securities. As of October 31,
2008, they found opportunity in the telecommunication services and industrials
sectors, the portfolio's largest overweight positions. The most notable sector
underweight was in information technology shares.

Top Five Industries as of October 31, 2008
                                                % of net       % of net
                                              assets as of   assets as of
                                                10/31/08        4/30/08

Health Care Equipment & Supplies                  8.4%           8.5%
Communications Equipment                          6.6%           7.5%
Software                                          6.5%           4.1%
Semiconductors & Semiconductor Equipment          6.1%           5.7%
Aerospace & Defense                               5.7%           8.3%

Types of Investments in Portfolio
                                                % of net       % of net
                                              assets as of   assets as of
                                                10/31/08        4/30/08

Domestic Common Stocks                            93.3%          92.1%
Foreign Common Stocks(1)                          4.2%           5.8%
TOTAL COMMON STOCKS                               97.5%          97.9%
Temporary Cash Investments                        4.2%           3.0%
Other Assets and Liabilities(2)                  (1.7)%         (0.9)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Includes securities lending collateral and other assets and liabilities.


- ------
14


PERFORMANCE
Fundamental Equity

Total Returns as of October 31, 2008
                                  Average Annual
                                      Returns
                                       Since       Inception
                         1 year      Inception        Date

A CLASS
 No sales charge*        -34.73%       1.77%
 With sales charge*      -38.46%       0.25%        11/30/04

S&P 500 INDEX(1)         -36.10%      -2.93%           --

Investor Class           -34.56%      -0.23%        7/29/05

Institutional Class      -34.45%      -0.05%        7/29/05

B Class
 No sales charge*        -35.23%       0.99%
 With sales charge*      -39.23%       0.24%        11/30/04

C Class                  -35.20%       1.02%        11/30/04

R Class                  -34.92%      -0.74%        7/29/05

* Sales charges include initial sales charges and contingent deferred sales
charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial
sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B
Class shares redeemed within six years of purchase are subject to a CDSC that
declines from 5.00% during the first year after purchase to 0.00% the sixth
year after purchase. C Class shares redeemed within 12 months of purchase are
subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide
performance information net of maximum sales charges in all cases where
charges could be applied.

(1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Fund performance to date was affected by investments in
initial public offerings (IPOs), non-U.S. stocks, and small- and mid-cap
stocks. IPOs and smaller stocks may have less impact on the fund's performance
as its assets grow. Performance over a longer period of time is more
meaningful than short-term performance. International investing involves
special risks, such as political instability and currency fluctuations.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


- ------
15


Fundamental Equity

Growth of $10,000 Over Life of Class

$10,000 investment made November 30, 2004

One-Year Returns Over Life of Class
Periods ended October 31
                                2005*    2006    2007      2008

A Class (no sales charge)      10.30%   20.12%  23.88%   -34.73%

S&P 500 Index                   4.49%   16.34%  14.56%   -36.10%

* From 11/30/04, the A Class's inception date. Not annualized. Fundamental
Equity A Class's initial investment is $9,425 to reflect the maximum 5.75%
initial sales charge.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Fund performance to date was affected by investments in
initial public offerings (IPOs), non-U.S. stocks, and small- and mid-cap
stocks. IPOs and smaller stocks may have less impact on the fund's performance
as its assets grow. Performance over a longer period of time is more
meaningful than short-term performance. International investing involves
special risks, such as political instability and currency fluctuations.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


- ------
16


PORTFOLIO COMMENTARY
Fundamental Equity

In June 2008, Gregory J. Woodhams, E.A. Prescott LeGard, Justin M. Brown and
Joe Reiland were named portfolio managers of the fund following the departure
of Jerry Sullivan and Rob Brookby.

PERFORMANCE SUMMARY

Fundamental Equity returned -34.73%* for the 12 months ended October 31, 2008.
Its benchmark, the S&P 500 Index, returned -36.10% over the same time frame.

As discussed in the Market Perspective on page 2, equity markets declined
during the reporting period against a backdrop of extreme market volatility,
as the subprime mortgage-driven credit crisis spread further into the economy.
In this environment, mid-cap stocks underperformed their large- and small-cap
counterparts, and value-oriented shares outperformed growth stocks.

Within the portfolio, effective security selection in the information
technology and energy sectors accounted for the bulk of outperformance
relative to the benchmark. An underweight allocation to financials further
aided relative performance, although stock selection in the group trimmed
those relative gains. Holdings in the industrials sector weighed on absolute
and relative returns.

INDUSTRIALS HINDERED

Within the industrials sector, the portfolio held an underweight allocation to
the road and rail industry, which trimmed returns for the reporting period.
Individual holdings in the group further detracted from performance.

Also in the industrials sector, an overweight allocation and holdings in the
electrical equipment industry detracted from absolute and relative
performance. This group is home to companies that have benefited in the past
from increased global demand from end users in the technology and energy
areas. During the reporting period, though, companies in the group
collectively declined amid shrinking demand. Emerson Electric and electronics
maker Belden, in particular, detracted from absolute and relative returns.

ENERGY, FINANCIALS CONTRIBUTED, BUT CERTAIN HOLDINGS LAGGED

Effective stock selection in the energy sector helped relative performance,
although an underweight allocation to the group trimmed returns. Within the
energy equipment and services industry, the portfolio benefited from
sidestepping a number of companies that experienced sharp declines, and
selling others before energy prices collapsed beginning in the late summer,
such as Schlumberger. An overweight stake in Halliburton, meanwhile, also
yielded relative gains. Within the oil, gas, and consumable fuels industry,
though, underweight stakes in ConocoPhillips and Exxon Mobil hurt relative
performance.

Top Ten Holdings as of October 31, 2008
                                  % of net       % of net
                                assets as of   assets as of
                                  10/31/08        4/30/08

Exxon Mobil Corp.                   3.7%           3.1%
Wal-Mart Stores, Inc.               2.9%           1.8%
AT&T, Inc.                          2.7%           2.0%
Johnson & Johnson                   2.7%           1.7%
Procter & Gamble Co. (The)          2.7%           1.8%
Oracle Corp.                        2.6%           1.7%
Baxter International, Inc.          2.4%           1.7%
Chevron Corp.                       2.3%           3.1%
H.J. Heinz Co.                      2.1%           1.3%
Occidental Petroleum Corp.          1.8%           1.3%

* All fund returns referenced in this commentary are for A Class shares and
are not reduced by sales charges. A Class shares are subject to a maximum
sales charge of 5.75%. Had the sales charge been applied, returns would be
lower than those shown.


- ------
17


Fundamental Equity

Although the portfolio's holdings in the financials sector declined, an
underweight stake helped Fundamental Equity to outperform its benchmark within
the sector. The most significant relative advantage came from an underweight
allocation to the thrifts and mortgage finance industry altogether, a group
whose constituents declined an average 92% within the benchmark for the
reporting period. Within the group, the portfolio completely avoided many
casualties of the credit crisis, including Fannie Mae, Freddie Mac, and
Washington Mutual.

Within the insurance group, Fundamental Equity held an overweight position in
ACE Ltd., whose share price fell a modest 3% during the reporting period. An
overweight stake in commercial bank Wachovia Corp., however, hurt relative
performance, as the bank's share price slid 85%.

TECHNOLOGY HELPED

Stock selection in the technology sector benefited Fundamental Equity's
relative performance. Within the computers and peripherals industry, the
portfolio avoided a number of benchmark constituents altogether, including
Dell Inc., whose share price fell 60% during the reporting period. An
underweight allocation to Apple Inc. also helped relative returns.

In the software group, the portfolio succeeded in holding overweight stakes in
companies whose share prices experienced relatively modest declines, while
avoiding those companies that saw more severe share price declines. Notably,
an overweight stake in Oracle Corporation helped relative performance,
although it weighed on absolute returns.

OUTLOOK

Fundamental Equity generally invests in larger-sized companies, although it
may invest in companies of any size. The current management team uses a
quantitative model that combines fundamental measures of a stock's value and
growth potential. The fund seeks to provide better returns than, and a
dividend yield comparable to, its benchmark, the S&P 500 Index, without taking
on significant additional risk. Regardless of the current market volatility
and difficult environment, we will remain focused on our methodology of
identifying attractively valued companies.

Top Five Industries as of October 31, 2008
                                        % of net       % of net
                                      assets as of   assets as of
                                        10/31/08        4/30/08

Oil, Gas & Consumable Fuels               10.7%          9.9%
Pharmaceuticals                           6.9%           5.6%
Aerospace & Defense                       4.8%           6.0%
Capital Markets                           4.7%           4.6%
Food & Staples Retailing                  4.0%           3.1%

Types of Investments in Portfolio
                                        % of net       % of net
                                      assets as of   assets as of
                                        10/31/08        4/30/08

Domestic Common Stocks & Futures          95.2%          92.6%
Foreign Common Stocks(1)                  2.3%           5.5%
TOTAL COMMON STOCKS                       97.5%          98.1%
Temporary Cash Investments                2.5%           2.8%
Other Assets and Liabilities(2)           --(3)         (0.9)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Includes securities lending collateral and other assets and liabilities.

(3) Category is less than 0.05% of total net assets.


- ------
18


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Coverdell Education Savings Accounts and IRAs
(including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


- ------
19


                           Beginning     Ending      Expenses Paid
                            Account     Account     During Period*    Annualized
                             Value       Value         5/1/08 -         Expense
                            5/1/08      10/31/08       10/31/08         Ratio*
Select

ACTUAL
Investor Class              $1,000      $687.50          $4.24           1.00%
Institutional Class         $1,000      $688.20          $3.39           0.80%
A Class                     $1,000      $686.80          $5.30           1.25%
B Class                     $1,000      $684.00          $8.47           2.00%
C Class                     $1,000      $684.10          $8.47           2.00%
R Class                     $1,000      $685.90          $6.36           1.50%

HYPOTHETICAL
Investor Class              $1,000     $1,020.11         $5.08           1.00%
Institutional Class         $1,000     $1,021.11         $4.06           0.80%
A Class                     $1,000     $1,018.85         $6.34           1.25%
B Class                     $1,000     $1,015.08        $10.13           2.00%
C Class                     $1,000     $1,015.08        $10.13           2.00%
R Class                     $1,000     $1,017.60         $7.61           1.50%

Capital Growth

ACTUAL
Investor Class              $1,000      $706.70          $4.33           1.01%
Institutional Class         $1,000      $707.60          $3.48           0.81%
A Class                     $1,000      $705.40          $5.40           1.26%
B Class                     $1,000      $702.80          $8.60           2.01%
C Class                     $1,000      $702.80          $8.60           2.01%
R Class                     $1,000      $704.90          $6.47           1.51%

HYPOTHETICAL
Investor Class              $1,000     $1,020.06         $5.13           1.01%
Institutional Class         $1,000     $1,021.06         $4.12           0.81%
A Class                     $1,000     $1,018.80         $6.39           1.26%
B Class                     $1,000     $1,015.03        $10.18           2.01%
C Class                     $1,000     $1,015.03        $10.18           2.01%
R Class                     $1,000     $1,017.55         $7.66           1.51%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.


- ------
20


                          Beginning      Ending     Expenses Paid
                           Account      Account    During Period*    Annualized
                            Value        Value        5/1/08 -         Expense
                            5/1/08      10/31/08      10/31/08         Ratio*
Focused Growth

ACTUAL
Investor Class              $1,000      $705.90         $4.29           1.00%
Institutional Class         $1,000      $706.60         $3.43           0.80%
A Class                     $1,000      $705.30         $5.36           1.25%
B Class                     $1,000      $702.70         $8.56           2.00%
C Class                     $1,000      $702.70         $8.56           2.00%
R Class                     $1,000      $704.00         $6.42           1.50%

HYPOTHETICAL
Investor Class              $1,000     $1,020.11        $5.08           1.00%
Institutional Class         $1,000     $1,021.11        $4.06           0.80%
A Class                     $1,000     $1,018.85        $6.34           1.25%
B Class                     $1,000     $1,015.08       $10.13           2.00%
C Class                     $1,000     $1,015.08       $10.13           2.00%
R Class                     $1,000     $1,017.60        $7.61           1.50%

Fundamental Equity

ACTUAL
Investor Class              $1,000      $717.50         $4.36           1.01%
Institutional Class         $1,000      $718.20         $3.50           0.81%
A Class                     $1,000      $716.60         $5.44           1.26%
B Class                     $1,000      $713.90         $8.66           2.01%
C Class                     $1,000      $714.60         $8.66           2.01%
R Class                     $1,000      $715.90         $6.51           1.51%

HYPOTHETICAL
Investor Class              $1,000     $1,020.06        $5.13           1.01%
Institutional Class         $1,000     $1,021.06        $4.12           0.81%
A Class                     $1,000     $1,018.80        $6.39           1.26%
B Class                     $1,000     $1,015.03       $10.18           2.01%
C Class                     $1,000     $1,015.03       $10.18           2.01%
R Class                     $1,000     $1,017.55        $7.66           1.51%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.


- ------
21


SCHEDULE OF INVESTMENTS
Select

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 97.6%

AEROSPACE & DEFENSE -- 3.0%
          530,425  General Dynamics Corp.                             $ 31,995,236
          379,602  Rockwell Collins, Inc.                               14,132,582
                                                                    --------------
                                                                        46,127,818
                                                                    --------------
BEVERAGES -- 5.2%
          965,326  Coca-Cola Co. (The)                                  42,532,264
        1,242,497  Diageo plc                                           19,031,661
          339,702  PepsiCo, Inc.                                        19,366,411
                                                                    --------------
                                                                        80,930,336
                                                                    --------------
BIOTECHNOLOGY -- 5.3%
          203,048  Genentech, Inc.(1)                                   16,840,801
          483,515  Genzyme Corp.(1)                                     35,238,573
          682,922  Gilead Sciences, Inc.(1)                             31,311,974
                                                                    --------------
                                                                        83,391,348
                                                                    --------------
CAPITAL MARKETS -- 3.4%
          881,624  Bank of New York Mellon Corp. (The)                  28,740,942
          350,303  Franklin Resources, Inc.                             23,820,604
                                                                    --------------
                                                                        52,561,546
                                                                    --------------
CHEMICALS -- 2.2%
          255,132  Monsanto Co.                                         22,701,645
          127,953  Potash Corp of Saskatchewan                          10,909,273
                                                                    --------------
                                                                        33,610,918
                                                                    --------------
COMMUNICATIONS EQUIPMENT -- 4.5%
        2,412,336  Cisco Systems, Inc.(1)                               42,867,211
          737,488  QUALCOMM, Inc.                                       28,216,291
                                                                    --------------
                                                                        71,083,502
                                                                    --------------
COMPUTERS & PERIPHERALS -- 7.9%
          427,493  Apple, Inc.(1)                                       45,993,972
        3,124,067  EMC Corp.(1)                                         36,801,509
        1,086,378  Hewlett-Packard Co.                                  41,586,550
                                                                    --------------
                                                                       124,382,031
                                                                    --------------
CONSTRUCTION & ENGINEERING -- 0.6%
          244,919  Fluor Corp.                                           9,779,616
                                                                    --------------
DIVERSIFIED FINANCIAL SERVICES -- 2.0%
          301,264  Citigroup, Inc.                                       4,112,254
          537,000  Hong Kong Exchanges and Clearing Ltd.                 5,489,577
          506,630  JPMorgan Chase & Co.                                 20,898,487
                                                                    --------------
                                                                        30,500,318
                                                                    --------------
ELECTRIC UTILITIES -- 1.2%
          340,138  Exelon Corp.                                         18,449,085
                                                                    --------------

Shares                                                                       Value

ELECTRICAL EQUIPMENT -- 4.5%
        1,871,625  ABB Ltd. ADR                                       $ 24,611,869
          889,353  Emerson Electric Co.                                 29,108,524
          324,397  Q-Cells AG(1)                                        12,760,349
           77,743  Vestas Wind Systems AS(1)                             3,200,021
                                                                    --------------
                                                                        69,680,763
                                                                    --------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.3%
          161,706  Dolby Laboratories, Inc., Class A(1)                  5,105,058
                                                                    --------------
ENERGY EQUIPMENT & SERVICES -- 3.9%
          399,373  National Oilwell Varco, Inc.(1)                      11,937,259
          444,976  Schlumberger Ltd.                                    22,983,010
          319,980  Transocean, Inc.(1)                                  26,343,954
                                                                    --------------
                                                                        61,264,223
                                                                    --------------
FOOD & STAPLES RETAILING -- 5.3%
          969,193  CVS/Caremark Corp.                                   29,705,765
          964,218  Wal-Mart Stores, Inc.                                53,813,007
                                                                    --------------
                                                                        83,518,772
                                                                    --------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 3.7%
          365,148  Baxter International, Inc.                           22,087,803
          897,922  Medtronic, Inc.                                      36,213,194
                                                                    --------------
                                                                        58,300,997
                                                                    --------------
HEALTH CARE PROVIDERS & SERVICES -- 1.6%
          642,126  Medco Health Solutions, Inc.(1)                      24,368,682
                                                                    --------------
HOTELS, RESTAURANTS & LEISURE -- 4.6%
          689,340  McDonald's Corp.                                     39,933,466
        1,108,811  Yum! Brands, Inc.                                    32,166,607
                                                                    --------------
                                                                        72,100,073
                                                                    --------------
HOUSEHOLD PRODUCTS -- 1.3%
          329,059  Colgate-Palmolive Co.                                20,651,743
                                                                    --------------
INTERNET SOFTWARE & SERVICES -- 3.2%
           42,850  Baidu.com, Inc. ADR(1)                                8,827,100
          114,182  Google, Inc., Class A(1)                             41,032,444
                                                                    --------------
                                                                        49,859,544
                                                                    --------------
IT SERVICES -- 0.7%
           77,949  MasterCard, Inc., Class A                            11,522,421
                                                                    --------------
LEISURE EQUIPMENT & PRODUCTS -- 1.2%
          654,453  Hasbro, Inc.                                         19,024,949
                                                                    --------------


- ------
22


Select

Shares                                                                       Value

LIFE SCIENCES TOOLS & SERVICES -- 1.4%
          525,242  Thermo Fisher Scientific, Inc.(1)                  $ 21,324,825
                                                                    --------------
MACHINERY -- 0.7%
          300,631  Parker-Hannifin Corp.                                11,655,464
                                                                    --------------
MEDIA -- 1.8%
        1,093,367  Walt Disney Co. (The)                                28,318,205
                                                                    --------------
METALS & MINING -- 0.6%
          318,435  Freeport-McMoRan Copper & Gold, Inc.                  9,266,458
                                                                    --------------
MULTILINE RETAIL -- 1.2%
          515,238  Kohl's Corp.(1)                                      18,100,311
                                                                    --------------
OIL, GAS & CONSUMABLE FUELS -- 4.6%
          307,733  EnCana Corp.                                         15,666,687
          241,689  EOG Resources, Inc.                                  19,557,474
          652,347  Occidental Petroleum Corp.                           36,231,352
                                                                    --------------
                                                                        71,455,513
                                                                    --------------
PHARMACEUTICALS -- 3.3%
          562,503  Allergan, Inc.                                       22,314,494
          484,807  Johnson & Johnson                                    29,738,061
                                                                    --------------
                                                                        52,052,555
                                                                    --------------
PROFESSIONAL SERVICES -- 0.9%
          776,251  Robert Half International, Inc.                      14,647,856
                                                                    --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.1%
        1,500,582  Intel Corp.                                          24,009,312
        1,193,038  Linear Technology Corp.                              27,058,102
          751,434  MEMC Electronic Materials, Inc.(1)                   13,811,357
                                                                    --------------
                                                                        64,878,771
                                                                    --------------
SOFTWARE -- 7.7%
          854,229  Adobe Systems, Inc.(1)                               22,756,661
        1,857,112  Microsoft Corp.                                      41,469,311
          101,600  Nintendo Co. Ltd.                                    32,044,348
        1,305,263  Oracle Corp.(1)                                      23,873,260
                                                                    --------------
                                                                       120,143,580
                                                                    --------------
SPECIALTY RETAIL -- 1.7%
        1,019,430  TJX Cos., Inc. (The)                                 27,279,947
                                                                    --------------

Shares                                                                       Value

TOBACCO -- 2.0%
          728,454  Philip Morris International, Inc.                  $ 31,665,895
                                                                    --------------
TRANSPORTATION INFRASTRUCTURE -- 0.6%
        1,516,313  China Merchants Holdings International Co.
                   Ltd.                                                  3,585,388
        8,974,500  Hopewell Highway Infrastructure Ltd.                  5,832,268
                                                                    --------------
                                                                         9,417,656
                                                                    --------------
WIRELESS TELECOMMUNICATION SERVICES -- 1.4%
          748,339  Rogers Communications, Inc., Class B                 21,724,369
                                                                    --------------
TOTAL COMMON STOCKS
(Cost $1,853,289,422)                                                1,528,145,148
                                                                    --------------

Temporary Cash Investments -- 2.3%

           74,020  JPMorgan U.S. Treasury Plus Money Market Fund
                   Agency Shares                                            74,020

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $22,901,927), in a joint trading account at
0.05%, dated 10/31/08, due 11/3/08 (Delivery value $22,500,094)         22,500,000

Repurchase Agreement, Goldman Sachs & Co., (collateralized by
various U.S. Treasury obligations, 8.125%, 8/15/19, valued at
$13,582,470), in a joint trading account at 0.01%, dated
10/31/08, due 11/3/08 (Delivery value $13,300,011)                      13,300,000
                                                                    --------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $35,874,020)                                                      35,874,020
                                                                    --------------
TOTAL INVESTMENT SECURITIES -- 99.9%
(Cost $1,889,163,442)                                                1,564,019,168
                                                                    --------------
OTHER ASSETS AND LIABILITIES -- 0.1%                                     1,836,601
                                                                    --------------
TOTAL NET ASSETS -- 100.0%                                          $1,565,855,769
                                                                    ==============


- ------
23


Select

Forward Foreign Currency Exchange Contracts
                                                                           Unrealized
          Contracts to Sell             Settlement Date        Value       Gain (Loss)

        20,064,839  CAD for USD             11/28/08         $16,642,756     $(118,620)

        12,614,986  DKK for USD             11/28/08           2,155,404         21,767

         6,907,223  Euro for USD            11/28/08           8,795,865        101,762

         8,694,373  GBP for USD             11/28/08          13,971,422        260,199

     1,616,206,604  JPY for USD             11/28/08          16,420,569        150,494
                                                             -----------    -----------
                                                             $57,986,016      $ 415,602
                                                             ===========    ===========

(Value on Settlement Date $58,401,618)

Notes to Schedule of Investments

ADR = American Depositary Receipt

CAD = Canadian Dollar

DKK = Danish Krone

GBP = British Pound

JPY = Japanese Yen

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $81,943,612,
which represented 5.2% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
24


Capital Growth

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 98.7%

AEROSPACE & DEFENSE -- 3.7%
       5,488  Honeywell International, Inc.                              $ 167,110
       5,283  Raytheon Co.                                                 270,014
                                                                       -----------
                                                                           437,124
                                                                       -----------
AIR FREIGHT & LOGISTICS -- 1.2%
       2,726  United Parcel Service, Inc., Class B                         143,878
                                                                       -----------
AUTO COMPONENTS -- 0.7%
       3,531  BorgWarner, Inc.                                              79,342
                                                                       -----------
BEVERAGES -- 4.3%
       7,364  Coca-Cola Co. (The)                                          324,458
       3,176  PepsiCo, Inc.                                                181,064
                                                                       -----------
                                                                           505,522
                                                                       -----------
BIOTECHNOLOGY -- 3.0%
       1,429  Alexion Pharmaceuticals, Inc.(1)                              58,232
       1,463  Genentech, Inc.(1)                                           121,341
       3,770  Gilead Sciences, Inc.(1)                                     172,854
                                                                       -----------
                                                                           352,427
                                                                       -----------
CAPITAL MARKETS -- 1.2%
       2,333  Northern Trust Corp.                                         131,371
         813  Waddell & Reed Financial, Inc., Class A                       11,805
                                                                       -----------
                                                                           143,176
                                                                       -----------
CHEMICALS -- 2.2%
       2,840  Monsanto Co.                                                 252,703
                                                                       -----------
COMMUNICATIONS EQUIPMENT -- 5.7%
      19,590  Cisco Systems, Inc.(1)                                       348,114
       8,493  QUALCOMM, Inc.                                               324,942
                                                                       -----------
                                                                           673,056
                                                                       -----------
COMPUTERS & PERIPHERALS -- 4.5%
       3,655  Apple, Inc.(1)                                               393,241
      11,378  EMC Corp.(1)                                                 134,033
                                                                       -----------
                                                                           527,274
                                                                       -----------
DIVERSIFIED -- 1.3%
       3,678  iShares Russell 1000 Growth Index Fund                       147,304
                                                                       -----------
DIVERSIFIED FINANCIAL SERVICES -- 1.5%
       1,377  Bank of America Corp.                                         33,282
       1,850  Citigroup, Inc.                                               25,253
       1,316  IntercontinentalExchange, Inc.(1)                            112,597
                                                                       -----------
                                                                           171,132
                                                                       -----------
ELECTRIC UTILITIES -- 1.2%
       3,091  FPL Group, Inc.                                              146,019
                                                                       -----------

Shares                                                                       Value

ELECTRICAL EQUIPMENT -- 4.0%
       5,088  Cooper Industries Ltd., Class A                            $ 157,473
       6,205  Emerson Electric Co.                                         203,090
       1,293  Energy Conversion Devices, Inc.(1)                            44,143
         453  First Solar, Inc.(1)                                          65,096
                                                                       -----------
                                                                           469,802
                                                                       -----------
ENERGY EQUIPMENT & SERVICES -- 2.5%
       1,749  National Oilwell Varco, Inc.(1)                               52,278
       1,350  Schlumberger Ltd.                                             69,727
       2,141  Transocean, Inc.(1)                                          176,269
                                                                       -----------
                                                                           298,274
                                                                       -----------
FOOD & STAPLES RETAILING -- 3.1%
       6,485  Wal-Mart Stores, Inc.                                        361,928
                                                                       -----------
FOOD PRODUCTS -- 2.1%
       1,291  Kellogg Co.                                                   65,092
       4,586  Nestle SA                                                    178,760
                                                                       -----------
                                                                           243,852
                                                                       -----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 8.0%
         695  Alcon, Inc.                                                   61,243
       2,542  Baxter International, Inc.                                   153,766
       3,442  Becton, Dickinson & Co.                                      238,875
       1,400  C.R. Bard, Inc.                                              123,550
       2,665  DENTSPLY International, Inc.                                  80,963
         904  Gen-Probe, Inc.(1)                                            42,542
         464  Intuitive Surgical, Inc.(1)                                   80,175
       2,616  Medtronic, Inc.                                              105,503
         646  Mettler Toledo International, Inc.(1)                         49,445
                                                                       -----------
                                                                           936,062
                                                                       -----------
HEALTH CARE PROVIDERS & SERVICES -- 1.7%
       2,407  Express Scripts, Inc.(1)                                     145,888
         979  UnitedHealth Group, Inc.                                      23,232
       1,728  VCA Antech, Inc.(1)                                           31,277
                                                                       -----------
                                                                           200,397
                                                                       -----------
HOUSEHOLD DURABLES -- 1.3%
       5,041  KB Home                                                       84,134
       1,409  Mohawk Industries, Inc.(1)                                    68,168
                                                                       -----------
                                                                           152,302
                                                                       -----------
HOUSEHOLD PRODUCTS -- 3.0%
       5,458  Procter & Gamble Co. (The)                                   352,259
                                                                       -----------
INSURANCE -- 1.1%
       2,447  Chubb Corp.                                                  126,804
                                                                       -----------
INTERNET & CATALOG RETAIL -- 0.4%
         729  Amazon.com, Inc.(1)                                           41,728
                                                                       -----------


- ------
25


Capital Growth

Shares                                                                       Value

INTERNET SOFTWARE & SERVICES -- 2.3%
         763  Google, Inc., Class A(1)                                   $ 274,192
                                                                       -----------
IT SERVICES -- 1.8%
       3,020  Global Payments, Inc.                                        122,340
       5,735  Western Union Co. (The)                                       87,516
                                                                       -----------
                                                                           209,856
                                                                       -----------
LIFE SCIENCES TOOLS & SERVICES -- 1.5%
       1,877  QIAGEN NV(1)                                                  26,766
       3,824  Thermo Fisher Scientific, Inc.(1)                            155,254
                                                                       -----------
                                                                           182,020
                                                                       -----------
MACHINERY -- 0.6%
       1,320  Valmont Industries, Inc.                                      72,310
                                                                       -----------
MEDIA -- 2.6%
       8,619  DIRECTV Group, Inc. (The)(1)                                 188,670
       4,190  Scripps Networks Interactive, Inc.                           118,996
                                                                       -----------
                                                                           307,666
                                                                       -----------
METALS & MINING -- 0.2%
         954  Newmont Mining Corp.                                          25,128
                                                                       -----------
MULTILINE RETAIL -- 2.9%
       5,825  Family Dollar Stores, Inc.                                   156,751
       5,301  Kohl's Corp.(1)                                              186,224
                                                                       -----------
                                                                           342,975
                                                                       -----------
MULTI-UTILITIES -- 0.5%
       2,299  Public Service Enterprise Group, Inc.                         64,717
                                                                       -----------
OIL, GAS & CONSUMABLE FUELS -- 5.1%
       1,299  Alpha Natural Resources, Inc.(1)                              46,465
         804  Apache Corp.                                                  66,193
       2,411  Devon Energy Corp.                                           194,953
       1,594  EOG Resources, Inc.                                          128,987
       2,818  Occidental Petroleum Corp.                                   156,512
                                                                       -----------
                                                                           593,110
                                                                       -----------
PERSONAL PRODUCTS -- 0.8%
       2,497  Estee Lauder Cos., Inc. (The), Class A                        89,992
                                                                       -----------
PHARMACEUTICALS -- 3.0%
       2,223  Allergan, Inc.                                                88,186
         700  Johnson & Johnson                                             42,938
       3,315  Novo Nordisk AS B Shares                                     177,454
       1,302  Wyeth                                                         41,898
                                                                       -----------
                                                                           350,476
                                                                       -----------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.6%
       2,228  Digital Realty Trust, Inc.                                    74,593
                                                                       -----------

Shares                                                                       Value

ROAD & RAIL -- 2.2%
       3,861  Union Pacific Corp.                                        $ 257,799
                                                                       -----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 5.2%
       7,853  Altera Corp.                                                 136,250
       5,547  Intel Corp.                                                   88,752
       4,656  Linear Technology Corp.                                      105,598
      11,792  Marvell Technology Group Ltd.(1)                              82,072
       5,268  Texas Instruments, Inc.                                      103,042
       4,891  Xilinx, Inc.                                                  90,092
                                                                       -----------
                                                                           605,806
                                                                       -----------
SOFTWARE -- 6.7%
       6,662  Activision Blizzard, Inc.(1)                                  83,008
       3,195  Adobe Systems, Inc.(1)                                        85,115
      10,034  Microsoft Corp.                                              224,059
      14,840  Oracle Corp.(1)                                              271,424
       1,550  salesforce.com, inc.(1)                                       47,988
       5,612  Symantec Corp.(1)                                             70,599
                                                                       -----------
                                                                           782,193
                                                                       -----------
SPECIALTY RETAIL -- 2.8%
       1,962  Advance Auto Parts, Inc.                                      61,214
       1,059  AnnTaylor Stores Corp.(1)                                     13,312
       7,816  Lowe's Cos., Inc.                                            169,607
       3,170  O'Reilly Automotive, Inc.(1)                                  85,939
                                                                       -----------
                                                                           330,072
                                                                       -----------
WIRELESS TELECOMMUNICATION SERVICES -- 2.2%
       7,943  American Tower Corp., Class A(1)                             256,638
                                                                       -----------
TOTAL COMMON STOCKS
(Cost $13,670,064)                                                      11,581,908
                                                                       -----------

Temporary Cash Investments -- 0.9%

      11,006  JPMorgan U.S. Treasury Plus Money Market Fund Agency
              Shares                                                        11,006

Repurchase Agreement, Credit Suisse First Boston, Inc.,
(collateralized by various U.S. Treasury obligations, 6.125%,
11/15/27, valued at $101,841), in a joint trading account at 0.10%,
dated 10/31/08, due 11/3/08 (Delivery value $100,001)                      100,000
                                                                       -----------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $111,006)                                                            111,006
                                                                       -----------
TOTAL INVESTMENT SECURITIES -- 99.6%
(Cost $13,781,070)                                                      11,692,914
                                                                       -----------
OTHER ASSETS AND LIABILITIES -- 0.4%                                        41,342
                                                                       -----------
TOTAL NET ASSETS -- 100.0%                                             $11,734,256
                                                                       ===========


- ------
26


Capital Growth

Forward Foreign Currency Exchange Contracts
                                                         Unrealized
   Contracts to Sell      Settlement Date     Value     Gain (Loss)

   179,327  CHF for USD       11/28/08        $154,674        $3,291

   820,394  DKK for USD       11/28/08         140,173         1,575
                                             ---------     ---------
                                              $294,847        $4,866
                                             =========     =========

(Value on Settlement Date $299,713)

Notes to Schedule of Investments

CHF = Swiss Franc

DKK = Danish Krone

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $356,214, which
represented 3.0% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
27


Focused Growth

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 97.5%

AEROSPACE & DEFENSE -- 5.7%
        7,887  Honeywell International, Inc.                             $ 240,159
        5,595  Raytheon Co.                                                285,961
                                                                        ----------
                                                                           526,120
                                                                        ----------
AUTO COMPONENTS -- 1.3%
        5,639  BorgWarner, Inc.                                            126,708
                                                                        ----------
BEVERAGES -- 4.0%
        8,160  Coca-Cola Co. (The)                                         359,530
          130  PepsiCo, Inc.                                                 7,411
                                                                        ----------
                                                                           366,941
                                                                        ----------
BIOTECHNOLOGY -- 0.4%
          879  Gilead Sciences, Inc.(1)                                     40,302
                                                                        ----------
CAPITAL MARKETS -- 1.4%
        1,467  Northern Trust Corp.                                         82,607
        3,635  Waddell & Reed Financial, Inc., Class A                      52,780
                                                                        ----------
                                                                           135,387
                                                                        ----------
CHEMICALS -- 2.0%
        2,088  Monsanto Co.                                                185,790
                                                                        ----------
COMMUNICATIONS EQUIPMENT -- 6.6%
       14,444  Cisco Systems, Inc.(1)                                      256,670
        9,081  QUALCOMM, Inc.                                              347,439
                                                                        ----------
                                                                           604,109
                                                                        ----------
COMPUTERS & PERIPHERALS -- 3.3%
        2,227  Apple, Inc.(1)                                              239,603
        5,497  EMC Corp.(1)                                                 64,755
                                                                        ----------
                                                                           304,358
                                                                        ----------
DIVERSIFIED FINANCIAL SERVICES -- 0.2%
          184  IntercontinentalExchange, Inc.(1)                            15,743
                                                                        ----------
ELECTRIC UTILITIES -- 0.7%
        1,461  FPL Group, Inc.                                              69,018
                                                                        ----------
ELECTRICAL EQUIPMENT -- 5.4%
        7,301  Cooper Industries Ltd., Class A                             225,966
        8,229  Emerson Electric Co.                                        269,335
                                                                        ----------
                                                                           495,301
                                                                        ----------
ENERGY EQUIPMENT & SERVICES -- 2.1%
        2,721  National Oilwell Varco, Inc.(1)                              81,331
        1,326  Transocean, Inc.(1)                                         109,169
                                                                        ----------
                                                                           190,500
                                                                        ----------
FOOD & STAPLES RETAILING -- 4.9%
        7,990  Wal-Mart Stores, Inc.                                       445,922
                                                                        ----------

Shares                                                                       Value

FOOD PRODUCTS -- 1.3%
        3,006  Nestle SA                                                 $ 117,172
                                                                        ----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 8.4%
        3,447  Baxter International, Inc.                                  208,509
        3,972  Becton, Dickinson & Co.                                     275,657
        1,495  C.R. Bard, Inc.                                             131,934
        4,840  DENTSPLY International, Inc.                                147,039
           69  Intuitive Surgical, Inc.(1)                                  11,922
                                                                        ----------
                                                                           775,061
                                                                        ----------
HEALTH CARE PROVIDERS & SERVICES -- 0.4%
          550  Express Scripts, Inc.(1)                                     33,335
                                                                        ----------
HOUSEHOLD DURABLES -- 0.2%
          837  KB Home                                                      13,969
                                                                        ----------
HOUSEHOLD PRODUCTS -- 4.2%
        6,040  Procter & Gamble Co. (The)                                  389,822
                                                                        ----------
INSURANCE -- 2.9%
        5,129  Chubb Corp.                                                 265,785
                                                                        ----------
INTERNET SOFTWARE & SERVICES -- 1.5%
          391  Google, Inc., Class A(1)                                    140,510
                                                                        ----------
IT SERVICES -- 2.8%
        3,652  Global Payments, Inc.                                       147,943
        6,993  Western Union Co. (The)                                     106,713
                                                                        ----------
                                                                           254,656
                                                                        ----------
LIFE SCIENCES TOOLS & SERVICES -- 2.5%
        5,694  Thermo Fisher Scientific, Inc.(1)                           231,176
                                                                        ----------
MACHINERY -- 0.5%
          902  Valmont Industries, Inc.                                     49,412
                                                                        ----------
MEDIA -- 2.7%
        7,958  DIRECTV Group, Inc. (The)(1)                                174,201
        2,463  Scripps Networks Interactive, Inc.                           69,949
                                                                        ----------
                                                                           244,150
                                                                        ----------
MULTILINE RETAIL -- 2.9%
        9,388  Family Dollar Stores, Inc.                                  252,631
          399  Kohl's Corp.(1)                                              14,017
                                                                        ----------
                                                                           266,648
                                                                        ----------
MULTI-UTILITIES -- 0.1%
          331  Public Service Enterprise Group, Inc.                         9,318
                                                                        ----------


- ------
28


Focused Growth

Shares                                                                       Value

OIL, GAS & CONSUMABLE FUELS -- 4.6%
          505  Alpha Natural Resources, Inc.(1)                           $ 18,064
        2,056  Apache Corp.                                                169,270
        2,907  Devon Energy Corp.                                          235,060
                                                                        ----------
                                                                           422,394
                                                                        ----------
PHARMACEUTICALS -- 3.9%
        3,268  Allergan, Inc.                                              129,642
        4,202  Novo Nordisk AS B Shares                                    224,935
                                                                        ----------
                                                                           354,577
                                                                        ----------
ROAD & RAIL -- 3.2%
        4,364  Union Pacific Corp.                                         291,384
                                                                        ----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 6.1%
        9,627  Altera Corp.                                                167,028
        3,865  Intel Corp.                                                  61,840
        9,985  Linear Technology Corp.                                     226,460
        5,868  Marvell Technology Group Ltd.(1)                             40,841
        3,656  Xilinx, Inc.                                                 67,344
                                                                        ----------
                                                                           563,513
                                                                        ----------
SOFTWARE -- 6.5%
       11,700  Activision Blizzard, Inc.(1)                                145,782
        4,670  Adobe Systems, Inc.(1)                                      124,409
       11,494  Oracle Corp.(1)                                             210,225
        2,917  salesforce.com, inc.(1)                                      90,310
        1,865  Symantec Corp.(1)                                            23,462
                                                                        ----------
                                                                           594,188
                                                                        ----------

Shares                                                                       Value

SPECIALTY RETAIL -- 1.7%
        2,734  Advance Auto Parts, Inc.                                   $ 85,301
          364  AnnTaylor Stores Corp.(1)                                     4,576
        3,022  Lowe's Cos., Inc.                                            65,577
                                                                        ----------
                                                                           155,454
                                                                        ----------
WIRELESS TELECOMMUNICATION SERVICES -- 3.1%
        8,678  American Tower Corp., Class A(1)                            280,386
                                                                        ----------
TOTAL COMMON STOCKS
(Cost $11,038,849)                                                       8,959,109
                                                                        ----------

Temporary Cash Investments -- 4.2%

       87,008  JPMorgan U.S. Treasury Plus Money Market Fund Agency
               Shares                                                       87,008

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $305,359), in a joint trading account at 0.05%,
dated 10/31/08, due 11/3/08 (Delivery value $300,001)                      300,000
                                                                        ----------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $387,008)                                                            387,008
                                                                        ----------
TOTAL INVESTMENT SECURITIES -- 101.7%
(Cost $11,425,857)                                                       9,346,117
                                                                        ----------
OTHER ASSETS AND LIABILITIES -- (1.7)%                                   (153,484)
                                                                        ----------
TOTAL NET ASSETS -- 100.0%                                              $9,192,633
                                                                        ==========

Forward Foreign Currency Exchange Contracts
                                                          Unrealized
    Contracts to Sell       Settlement Date     Value    Gain (Loss)

     118,713  CHF for USD       11/28/08       $102,393        $2,214

   1,075,599  DKK for USD       11/28/08        183,778         2,065
                                               --------      --------
                                               $286,171        $4,279
                                               ========      ========

(Value on Settlement Date $290,450)

Notes to Schedule of Investments

CHF = Swiss Franc

DKK = Danish Krone

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $342,107, which
represented 3.7% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
29


Fundamental Equity

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 92.3%

AEROSPACE & DEFENSE -- 4.8%
          43,000  General Dynamics Corp.                               $ 2,593,760
         158,000  Honeywell International, Inc.                          4,811,100
          38,473  Lockheed Martin Corp.                                  3,272,129
          49,864  United Technologies Corp.                              2,740,525
                                                                      ------------
                                                                        13,417,514
                                                                      ------------
AIRLINES -- 1.2%
         287,364  Southwest Airlines Co.                                 3,385,148
                                                                      ------------
AUTO COMPONENTS -- 0.7%
         111,000  Johnson Controls, Inc.                                 1,968,030
                                                                      ------------
BEVERAGES -- 0.2%
           3,573  Anheuser-Busch Cos., Inc.                                221,633
          61,000  Coca-Cola Enterprises, Inc.                              613,050
                                                                      ------------
                                                                           834,683
                                                                      ------------
BIOTECHNOLOGY -- 1.7%
          54,162  Amgen, Inc.(1)                                         3,243,762
          33,461  Gilead Sciences, Inc.(1)                               1,534,187
                                                                      ------------
                                                                         4,777,949
                                                                      ------------
CAPITAL MARKETS -- 4.7%
         113,000  Ameriprise Financial, Inc.                             2,440,800
         148,024  Bank of New York Mellon Corp. (The)                    4,825,582
           8,655  BlackRock, Inc.                                        1,136,748
         141,033  Charles Schwab Corp. (The)                             2,696,551
          97,959  Invesco Ltd.                                           1,460,569
          32,708  Knight Capital Group, Inc., Class A(1)                   472,957
                                                                      ------------
                                                                        13,033,207
                                                                      ------------
CHEMICALS -- 1.1%
          44,662  E.I. du Pont de Nemours & Co.                          1,429,184
          38,035  International Flavors & Fragrances, Inc.               1,212,556
           4,376  Monsanto Co.                                             389,377
           3,825  Mosaic Co. (The)                                         150,743
                                                                      ------------
                                                                         3,181,860
                                                                      ------------
COMMERCIAL BANKS -- 1.5%
          20,875  Bank of Hawaii Corp.                                   1,058,571
          66,553  Regions Financial Corp.                                  738,073
          61,131  SunTrust Banks, Inc.                                   2,453,798
                                                                      ------------
                                                                         4,250,442
                                                                      ------------
COMMERCIAL SERVICES & SUPPLIES -- 0.6%
          78,131  Republic Services, Inc.                                1,851,705
                                                                      ------------

Shares                                                                       Value

COMMUNICATIONS EQUIPMENT -- 2.4%
         280,000  Cisco Systems, Inc.(1)(2)                            $ 4,975,600
          47,513  QUALCOMM, Inc.                                         1,817,847
                                                                      ------------
                                                                         6,793,447
                                                                      ------------
COMPUTERS & PERIPHERALS -- 1.7%
           8,985  Apple, Inc.(1)                                           966,696
          96,668  Hewlett-Packard Co.                                    3,700,451
                                                                      ------------
                                                                         4,667,147
                                                                      ------------
CONSTRUCTION & ENGINEERING -- 0.3%
          19,492  Fluor Corp.                                              778,316
                                                                      ------------
CONSUMER FINANCE -- 0.9%
          37,355  Capital One Financial Corp.                            1,461,328
          97,837  Discover Financial Services                            1,198,503
                                                                      ------------
                                                                         2,659,831
                                                                      ------------
CONTAINERS & PACKAGING -- 0.9%
         120,000  Crown Holdings, Inc.(1)                                2,421,600
                                                                      ------------
DIVERSIFIED FINANCIAL SERVICES -- 2.6%
         169,089  Bank of America Corp.                                  4,086,881
         102,120  NYSE Euronext                                          3,081,982
                                                                      ------------
                                                                         7,168,863
                                                                      ------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 3.0%
         280,000  AT&T, Inc.                                             7,495,600
         323,366  Qwest Communications International, Inc.                 924,827
                                                                      ------------
                                                                         8,420,427
                                                                      ------------
ELECTRIC UTILITIES -- 1.0%
          65,647  Duke Energy Corp.                                      1,075,298
          81,000  Pepco Holdings, Inc.                                   1,672,650
                                                                      ------------
                                                                         2,747,948
                                                                      ------------
ELECTRICAL EQUIPMENT -- 1.9%
          20,361  Belden, Inc.                                             424,323
         144,150  Emerson Electric Co.                                   4,718,030
          32,090  GrafTech International Ltd.(1)                           260,250
                                                                      ------------
                                                                         5,402,603
                                                                      ------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.3%
          44,929  Avnet, Inc.(1)                                           752,111
                                                                      ------------
ENERGY EQUIPMENT & SERVICES -- 0.4%
          19,395  Baker Hughes, Inc.                                       677,855
           4,773  Halliburton Co.                                           94,458
          13,878  National Oilwell Varco, Inc.(1)                          414,813
                                                                      ------------
                                                                         1,187,126
                                                                      ------------


- ------
30


Fundamental Equity

Shares                                                                       Value

FOOD & STAPLES RETAILING -- 4.0%
          83,909  CVS/Caremark Corp.                                   $ 2,571,811
          21,123  SUPERVALU, INC.                                          300,791
         148,000  Wal-Mart Stores, Inc.                                  8,259,880
                                                                      ------------
                                                                        11,132,482
                                                                      ------------
FOOD PRODUCTS -- 2.9%
         134,000  H.J. Heinz Co.                                         5,871,880
          74,736  Kraft Foods, Inc., Class A                             2,177,807
                                                                      ------------
                                                                         8,049,687
                                                                      ------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 3.1%
         111,815  Baxter International, Inc.                             6,763,689
          60,000  STERIS Corp.                                           2,042,400
                                                                      ------------
                                                                         8,806,089
                                                                      ------------
HEALTH CARE PROVIDERS & SERVICES -- 0.6%
          59,300  Aetna, Inc.                                            1,474,791
           3,564  McKesson Corp.                                           131,120
                                                                      ------------
                                                                         1,605,911
                                                                      ------------
HOTELS, RESTAURANTS & LEISURE -- 3.0%
          28,048  Bally Technologies, Inc.(1)                              621,263
          66,259  Darden Restaurants, Inc.                               1,468,962
          60,000  McDonald's Corp.                                       3,475,800
          29,858  WMS Industries, Inc.(1)                                  746,450
          68,000  Yum! Brands, Inc.                                      1,972,680
                                                                      ------------
                                                                         8,285,155
                                                                      ------------
HOUSEHOLD PRODUCTS -- 2.7%
         115,036  Procter & Gamble Co. (The)                             7,424,423
                                                                      ------------
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.2%
          88,680  Reliant Energy, Inc.(1)                                  465,570
                                                                      ------------
INDUSTRIAL CONGLOMERATES -- 0.5%
          71,037  General Electric Co.                                   1,385,932
                                                                      ------------
INSURANCE -- 2.4%
          81,000  ACE Ltd.                                               4,646,160
           4,853  Prudential Financial, Inc.                               145,590
         124,000  Unum Group                                             1,953,000
                                                                      ------------
                                                                         6,744,750
                                                                      ------------
INTERNET SOFTWARE & SERVICES -- 0.1%
             784  Google, Inc., Class A(1)                                 281,738
           8,097  Yahoo!, Inc.(1)                                          103,804
                                                                      ------------
                                                                           385,542
                                                                      ------------
IT SERVICES -- 3.8%
          58,006  Accenture Ltd., Class A                                1,917,098
          50,000  Affiliated Computer Services, Inc., Class A(1)         2,050,000

Shares                                                                       Value

          46,245  International Business Machines Corp.                $ 4,299,398
         147,000  Western Union Co. (The)                                2,243,220
                                                                      ------------
                                                                        10,509,716
                                                                      ------------
LEISURE EQUIPMENT & PRODUCTS -- 0.4%
          37,720  Hasbro, Inc.                                           1,096,520
                                                                      ------------
LIFE SCIENCES TOOLS & SERVICES -- 1.3%
          92,000  Thermo Fisher Scientific, Inc.(1)                      3,735,200
                                                                      ------------
MACHINERY -- 0.9%
          23,027  Caterpillar, Inc.                                        878,941
          45,000  Parker-Hannifin Corp.                                  1,744,650
                                                                      ------------
                                                                         2,623,591
                                                                      ------------
MARINE -- 0.6%
          46,473  Kirby Corp.(1)                                         1,594,953
                                                                      ------------
MEDIA -- 1.5%
          46,255  Omnicom Group, Inc.                                    1,366,373
         111,396  Walt Disney Co. (The)                                  2,885,156
                                                                      ------------
                                                                         4,251,529
                                                                      ------------
METALS & MINING -- 1.1%
          16,000  Freeport-McMoRan Copper & Gold, Inc.                     465,600
          42,843  Nucor Corp.                                            1,735,570
          40,449  Reliance Steel & Aluminum Co.                          1,012,843
                                                                      ------------
                                                                         3,214,013
                                                                      ------------
MULTILINE RETAIL -- 0.5%
          59,327  Big Lots, Inc.(1)                                      1,449,359
                                                                      ------------
OIL, GAS & CONSUMABLE FUELS -- 10.7%
          87,857  Chevron Corp.                                          6,554,132
          80,619  ConocoPhillips                                         4,193,800
          33,826  Devon Energy Corp.                                     2,735,170
         139,798  Exxon Mobil Corp.                                     10,361,828
          17,601  Murphy Oil Corp.                                         891,315
          90,725  Occidental Petroleum Corp.                             5,038,867
          11,598  Valero Energy Corp.                                      238,687
                                                                      ------------
                                                                        30,013,799
                                                                      ------------
PHARMACEUTICALS -- 6.9%
          47,216  Abbott Laboratories                                    2,603,963
          63,000  Eli Lilly & Co.                                        2,130,660
         122,000  Johnson & Johnson                                      7,483,480
          69,357  Merck & Co., Inc.                                      2,146,599
         137,000  Pfizer, Inc.                                           2,426,270
          75,000  Wyeth                                                  2,413,500
                                                                      ------------
                                                                        19,204,472
                                                                      ------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.8%
          27,033  Public Storage                                         2,203,190
                                                                      ------------
ROAD & RAIL -- 0.6%
          43,379  Ryder System, Inc.                                     1,718,676
                                                                      ------------


- ------
31


Fundamental Equity

Shares                                                                       Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.2%
          85,745  Altera Corp.                                         $ 1,487,676
         119,573  Atmel Corp.(1)                                           496,228
          54,360  Broadcom Corp., Class A(1)                               928,469
         225,000  Intel Corp.                                            3,600,000
          98,447  National Semiconductor Corp.                           1,296,547
          59,287  Xilinx, Inc.                                           1,092,066
                                                                      ------------
                                                                         8,900,986
                                                                      ------------
SOFTWARE -- 3.8%
         153,607  Microsoft Corp.                                        3,430,044
         392,000  Oracle Corp.(1)                                        7,169,680
                                                                      ------------
                                                                        10,599,724
                                                                      ------------
SPECIALTY RETAIL -- 1.8%
          68,000  Best Buy Co., Inc.                                     1,823,080
           9,090  GameStop Corp., Class A(1)                               248,975
         159,271  Gap, Inc. (The)                                        2,060,967
          15,235  Genesco, Inc.(1)                                         377,980
          28,381  Urban Outfitters, Inc.(1)                                617,003
                                                                      ------------
                                                                         5,128,005
                                                                      ------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.3%
          15,676  Coach, Inc.(1)                                           322,926
          11,497  NIKE, Inc., Class B                                      662,572
                                                                      ------------
                                                                           985,498
                                                                      ------------
THRIFTS & MORTGAGE FINANCE -- 0.4%
          58,714  Hudson City Bancorp., Inc.                             1,104,410
                                                                      ------------
TOBACCO -- 1.8%
         259,891  Altria Group, Inc.                                     4,987,308
                                                                      ------------
TRADING COMPANIES & DISTRIBUTORS -- 0.4%
         103,562  United Rentals, Inc.(1)                                1,061,510
                                                                      ------------
WIRELESS TELECOMMUNICATION SERVICES -- 0.1%
           5,421  American Tower Corp., Class A(1)                         175,153
          60,780  Sprint Nextel Corp.                                      190,241
                                                                      ------------
                                                                           365,394
                                                                      ------------
TOTAL COMMON STOCKS
(Cost $332,609,541)                                                    258,733,351
                                                                      ------------

Shares                                                                       Value

Temporary Cash Investments -- Segregated for Futures -- 5.2%

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $14,046,515), in a joint trading account at
0.05%, dated 10/31/08, due 11/3/08 (Delivery value $13,800,058)       $ 13,800,000

Repurchase Agreement, Goldman Sachs & Co., (collateralized by
various U.S. Treasury obligations, 8.125%, 8/15/19, valued at
$719,973), in a joint trading account at 0.01%, dated 10/31/08,
due 11/3/08 (Delivery value $705,001)                                      705,000
                                                                      ------------
TOTAL TEMPORARY CASH INVESTMENTS -- SEGREGATED FOR FUTURES
(Cost $14,505,000)                                                      14,505,000
                                                                      ------------

Temporary Cash Investments -- 2.5%

          35,344  JPMorgan U.S. Treasury Plus Money Market Fund
                  Agency Shares                                             35,344

Repurchase Agreement, Goldman Sachs &
Co., (collateralized by various U.S. Treasury
obligations, 8.125%, 8/15/19, valued at
$7,041,438), in a joint trading account at
0.01%, dated 10/31/08, due 11/3/08
(Delivery value $6,895,006)                                              6,895,000
                                                                      ------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $6,930,344)                                                        6,930,344
                                                                      ------------
TOTAL INVESTMENT SECURITIES -- 100.0%
(Cost $354,044,885)                                                    280,168,695
                                                                      ------------
OTHER ASSETS AND LIABILITIES(3)                                           (97,704)
                                                                      ------------
TOTAL NET ASSETS -- 100.0%                                            $280,070,991
                                                                      ============

Futures Contracts
                                                                      Unrealized
                            Expiration     Underlying Face Amount        Gain
  Contracts Purchased          Date               at Value              (Loss)

   294  S&P 500 E-Mini    December 2008
        Futures                                 $14,219,310           $(785,131)
                                               =============        =============

Notes to Schedule of Investments

(1) Non-income producing.

(2) Security, or a portion thereof, has been segregated for futures contracts.

(3) Category is less than 0.05% of total net assets.

Industry classifications are unaudited.

See Notes to Financial Statements.


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32


STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
                                            Capital       Focused     Fundamental
                             Select          Growth       Growth        Equity
ASSETS

Investment securities,
at value (cost of
$1,889,163,442,
$13,781,070,
$11,425,857 and
$354,044,885,
respectively)             $1,564,019,168   $11,692,914   $9,346,117   $280,168,695

Cash                                  --        67,419           --             --

Foreign currency
holdings, at value
(cost of $-, $102, $-
and $-, respectively)                 --           102           --             --

Receivable for
investments sold              10,053,546        98,115       31,803             --

Receivable for forward
foreign currency
exchange contracts               534,222         4,866        4,279             --

Receivable for capital
shares sold                      144,806       258,086        1,633        566,477

Receivable for
variation margin on
futures contracts                     --            --           --         85,260

Dividends and interest
receivable                     1,917,403         5,883        5,314        393,547
                          --------------   -----------   ----------   ------------
                           1,576,669,145    12,127,385    9,389,146    281,213,979
                          --------------   -----------   ----------   ------------

LIABILITIES

Disbursements in
excess of demand
deposit cash                       9,489            --       75,561          9,046

Payable for
investments purchased          9,027,243       379,473      113,242             --

Payable for forward
foreign currency
exchange contracts               118,620            --           --             --

Payable for capital
shares redeemed                  326,007         1,568           --        825,106

Accrued management fees        1,325,217         9,212        7,576        241,692

Service fees (and
distribution fees - A
Class and R Class)
payable                            4,860         1,884           67         52,315

Distribution fees
payable                            1,940           992           67         14,829
                          --------------   -----------   ----------   ------------
                              10,813,376       393,129      196,513      1,142,988
                          --------------   -----------   ----------   ------------

NET ASSETS                $1,565,855,769   $11,734,256   $9,192,633   $280,070,991
                          ==============   ===========   ==========   ============

See Notes to Financial Statements.


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33


OCTOBER 31, 2008
                                           Capital       Focused      Fundamental
                            Select          Growth        Growth        Equity
NET ASSETS CONSIST OF:

Capital (par value
and paid-in surplus)     $1,898,101,936   $14,995,259   $11,944,320   $408,107,352

Undistributed net
investment income            14,926,494        11,900        43,333      2,338,066

Accumulated net
realized loss on
investment and
foreign currency
transactions               (22,495,122)   (1,189,582)     (719,559)   (55,713,106)

Net unrealized
depreciation on
investments and
translation of assets
and liabilities in
foreign currencies        (324,677,539)   (2,083,321)   (2,075,461)   (74,661,321)
                         --------------   -----------   -----------   ------------
                         $1,565,855,769   $11,734,256   $ 9,192,633   $280,070,991
                         ==============   ===========   ===========   ============

INVESTOR CLASS, $0.01
PAR VALUE

Net assets               $1,448,954,426    $2,252,023    $8,813,522    $37,535,217

Shares outstanding           55,190,463       258,912     1,140,576      3,779,931

Net asset value per
share                            $26.25         $8.70         $7.73          $9.93

INSTITUTIONAL CLASS,
$0.01 PAR VALUE

Net assets                  $94,419,186      $128,089       $17,431       $588,723

Shares outstanding            3,555,480        14,627         2,256         59,202

Net asset value per
share                            $26.56         $8.76         $7.73          $9.94

A CLASS, $0.01 PAR
VALUE

Net assets                  $19,450,201    $7,678,679      $241,442   $218,469,204

Shares outstanding              752,351       890,646        31,233     22,036,108

Net asset value per
share                            $25.85         $8.62         $7.73          $9.91

Maximum offering
price (net asset
value divided by
0.9425)                          $27.43         $9.15         $8.20         $10.51

B CLASS, $0.01 PAR
VALUE

Net assets                   $2,605,479      $760,455       $30,193     $4,194,796

Shares outstanding              104,112        91,609         3,907        428,768

Net asset value per
share                            $25.03         $8.30         $7.73          $9.78

C CLASS, $0.01 PAR
VALUE

Net assets                     $394,004      $831,090       $72,747    $18,918,647

Shares outstanding               15,726       100,118         9,412      1,933,080

Net asset value per
share                            $25.05         $8.30         $7.73          $9.79

R CLASS, $0.01 PAR
VALUE

Net assets                      $32,473       $83,920       $17,298       $364,404

Shares outstanding                1,251         9,818         2,238         36,874

Net asset value per
share                            $25.96         $8.55         $7.73          $9.88

See Notes to Financial Statements.


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34


STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
                                        Capital        Focused       Fundamental
                        Select          Growth         Growth          Equity
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of
foreign taxes
withheld of
$361,862, $420,
$668 and $36,512,
respectively)          $ 26,469,988       $ 90,101      $ 141,764      $ 7,961,127

Interest                    926,535          3,070          6,125          232,855

Securities
lending, net                104,330          1,511            700           90,469
                     --------------   ------------   ------------   --------------
                         27,500,853         94,682        148,589        8,284,451
                     --------------   ------------   ------------   --------------

EXPENSES:

Management fees          22,788,211         81,441        122,232        3,829,383

Distribution
fees:

 B Class                     31,830          6,807            193           39,406

 C Class                      5,497          6,634            596          203,474

Service fees:

 B Class                     10,610          2,269             64           13,135

 C Class                      1,832          2,211            199           67,825

Distribution and
service fees:

 A Class                     80,834         10,864            196          733,176

 R Class                        139            260            117            2,276

Directors' fees
and expenses                 61,615            416            328           19,384

Other expenses                8,449             31             65            1,775
                     --------------   ------------   ------------   --------------
                         22,989,017        110,933        123,990        4,909,834
                     --------------   ------------   ------------   --------------

NET INVESTMENT
INCOME (LOSS)             4,511,836       (16,251)         24,599        3,374,617
                     --------------   ------------   ------------   --------------

REALIZED AND
UNREALIZED GAIN
(LOSS)

NET REALIZED GAIN
(LOSS) ON:

Investment
transactions           (16,074,847)    (1,164,962)      (719,248)     (55,573,188)

Foreign currency
transactions              9,924,970         28,477         23,593         (45,827)
                     --------------   ------------   ------------   --------------
                        (6,149,877)    (1,136,485)      (695,655)     (55,619,015)
                     --------------   ------------   ------------   --------------

CHANGE IN NET
UNREALIZED
APPRECIATION
(DEPRECIATION) ON:

Investments           (981,442,992)    (3,064,237)    (3,677,582)     (99,940,048)

Translation of
assets and
liabilities in
foreign currencies        1,089,042          4,995          5,194           18,208
                     --------------   ------------   ------------   --------------
                      (980,353,950)    (3,059,242)    (3,672,388)     (99,921,840)
                     --------------   ------------   ------------   --------------

NET REALIZED AND
UNREALIZED GAIN
(LOSS)                (986,503,827)    (4,195,727)    (4,368,043)    (155,540,855)
                     --------------   ------------   ------------   --------------

NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS      $(981,991,991)   $(4,211,978)   $(4,343,444)   $(152,166,238)
                     ==============   ============   ============   ==============

See Notes to Financial Statements.


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35


STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007
                                   Select                     Capital Growth
Increase (Decrease)
in Net Assets               2008             2007            2008         2007

OPERATIONS

Net investment
income (loss)              $ 4,511,836      $ 2,931,467    $ (16,251)   $ (19,033)

Net realized gain
(loss)                     (6,149,877)      199,860,391   (1,136,485)      481,849

Change in net
unrealized
appreciation
(depreciation)           (980,353,950)      461,001,866   (3,059,242)      544,596
                       ---------------   --------------   -----------   ----------
Net increase
(decrease) in net
assets resulting
from operations          (981,991,991)      663,793,724   (4,211,978)    1,007,412
                       ---------------   --------------   -----------   ----------

DISTRIBUTIONS TO
SHAREHOLDERS

From net investment
income:

 Investor Class                     --     (10,981,848)            --           --

 Institutional
 Class                              --        (951,224)            --           --

 A Class                            --         (39,351)            --           --

 A Class (old)
 (Note 9)                           --         (47,590)            --           --

From net realized
gains:

 Investor Class          (182,640,492)     (39,672,127)     (106,995)      (1,045)

 Institutional
 Class                    (12,086,566)      (2,344,204)       (2,469)        (331)

 A Class                   (3,075,006)        (343,121)     (239,050)     (27,475)

 A Class (old)
 (Note 9)                           --        (414,970)            --           --

 B Class                     (404,171)         (92,435)      (71,895)     (11,734)

 C Class                      (75,080)         (19,786)      (55,027)     (10,342)

 R Class                       (2,305)            (381)       (2,746)        (331)
                       ---------------   --------------   -----------   ----------
Decrease in net
assets from
distributions            (198,283,620)     (54,907,037)     (478,182)     (51,258)
                       ---------------   --------------   -----------   ----------

CAPITAL SHARE
TRANSACTIONS

Net increase
(decrease) in net
assets from capital
share transactions        (21,933,432)    (622,635,475)    10,484,948      896,296
                       ---------------   --------------   -----------   ----------

NET INCREASE
(DECREASE) IN NET
ASSETS                 (1,202,209,043)     (13,748,788)     5,794,788    1,852,450

NET ASSETS

Beginning of period      2,768,064,812    2,781,813,600     5,939,468    4,087,018
                       ---------------   --------------   -----------   ----------
End of period           $1,565,855,769   $2,768,064,812   $11,734,256   $5,939,468
                       ===============   ==============   ===========   ==========

Undistributed net
investment income          $14,926,494         $489,688       $11,900           --
                       ===============   ==============   ===========  ==========

See Notes to Financial Statements.


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36


YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007
                               Focused Growth             Fundamental Equity
Increase (Decrease) in
Net Assets                   2008          2007           2008           2007

OPERATIONS

Net investment income
(loss)                       $ 24,599      $ 45,727     $ 3,374,617    $ 1,103,561

Net realized gain
(loss)                      (695,655)     1,532,515    (55,619,015)      8,179,496

Change in net
unrealized
appreciation
(depreciation)            (3,672,388)       418,442    (99,921,840)     22,198,609
                          -----------   -----------   -------------   ------------
Net increase
(decrease) in net
assets resulting from
operations                (4,343,444)     1,996,684   (152,166,238)     31,481,666
                          -----------   -----------   -------------   ------------

DISTRIBUTIONS TO
SHAREHOLDERS

From net investment
income:

 Investor Class               (7,155)      (54,114)       (460,415)       (24,444)

 Institutional
 Class                           (63)            --         (2,800)          (256)

 A Class                           --            --     (1,508,022)      (137,443)

 R Class                           --            --         (1,563)            (4)

From net realized
gains:

 Investor Class           (1,516,407)     (299,286)     (1,329,674)       (59,454)

 Institutional
 Class                        (2,904)            --         (6,528)          (447)

 A Class                      (2,856)            --     (6,205,227)      (657,564)

 B Class                      (2,673)            --       (119,040)       (25,167)

 C Class                      (7,928)            --       (598,169)       (83,263)

 R Class                      (2,795)            --        (11,182)          (489)
                          -----------   -----------   -------------   ------------
Decrease in net assets
from distributions        (1,542,781)     (353,400)    (10,242,620)      (988,531)
                          -----------   -----------   -------------   ------------

CAPITAL SHARE
TRANSACTIONS

Net increase
(decrease) in net
assets from capital
share transactions          1,519,415   (3,920,671)     112,091,766    252,655,161
                          -----------   -----------   -------------   ------------

NET INCREASE
(DECREASE) IN NET
ASSETS                    (4,366,810)   (2,277,387)    (50,317,092)    283,148,296

NET ASSETS

Beginning of period        13,559,443    15,836,830     330,388,083     47,239,787
                          -----------   -----------   -------------   ------------
End of period             $ 9,192,633   $13,559,443    $280,070,991   $330,388,083
                          ===========   ===========   =============   ============

Undistributed net
investment income             $43,333        $1,393      $2,338,066       $915,406
                          ===========   ===========   =============   ============

See Notes to Financial Statements.


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37


NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Select Fund (Select), Capital Growth
Fund (Capital Growth), Focused Growth Fund (Focused Growth) and Fundamental
Equity Fund (Fundamental Equity) (collectively, the funds) are four funds in a
series issued by the corporation. The funds are diversified under the 1940
Act. Prior to March 1, 2008, Focused Growth was nondiversified. The funds'
investment objective is to seek long-term capital growth. Income is a
secondary objective of Fundamental Equity. Select, Capital Growth and Focused
Growth pursue this objective by purchasing stocks of larger-sized companies
that management believes will increase in value over time. Fundamental Equity
generally invests in larger-sized companies using a quantitative model that
combines fundamental measures of a stock's value and growth potential. The
following is a summary of the funds' significant accounting policies.

MULTIPLE CLASS -- The funds are authorized to issue the Investor Class, the
Institutional Class, the A Class, the B Class, the C Class and the R Class.
The A Class may incur an initial sales charge. The A Class, B Class and C
Class may be subject to a contingent deferred sales charge. The share classes
differ principally in their respective sales charges and distribution and
shareholder servicing expenses and arrangements. All shares of each fund
represent an equal pro rata interest in the net assets of the class to which
such shares belong, and have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except for class specific expenses
and exclusive rights to vote on matters affecting only individual classes.
Income, non-class specific expenses, and realized and unrealized capital gains
and losses of the funds are allocated to each class of shares based on their
relative net assets. Sale of Focused Growth's Institutional Class, A Class, B
Class, C Class and R Class commenced on September 28, 2007.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs 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, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Interest income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

SECURITIES ON LOAN -- The funds may lend portfolio securities through their
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. The funds continue to recognize any gain or loss in
the market price of the securities loaned and record any interest earned or
dividends declared.

EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs).
ETFs are a type of index fund bought and sold on a securities exchange. An ETF
trades like common stock and represents a fixed portfolio of securities
designed to track the performance and dividend yield of a particular domestic
or foreign market index. A fund may purchase an ETF to temporarily gain
exposure to a portion of the U.S. or a foreign market while awaiting purchase
of underlying securities. The risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to


- ------
38


track, although the lack of liquidity on an ETF could result in it being more
volatile. Additionally, ETFs have management fees, which increase their cost.

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

FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of an unfavorable
change in the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement No. 109" during the current
fiscal year. The funds are no longer subject to examination by tax authorities
for years prior to 2005. At this time, management believes there are no
uncertain tax positions which, based on their technical merit, would not be
sustained upon examination and for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly change in the
next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income and net
realized gains, if any, are generally declared and paid annually.


- ------
39


INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the funds, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of each fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for the funds ranges from 0.800% to 1.000% for the Investor Class, A
Class, B Class, C Class and R Class. The Institutional Class is 0.200% less at
each point within the range. The effective annual management fee for each
class of the funds for the year ended October 31, 2008, was 1.00% for the
Investor Class, A Class, B Class, C Class and R Class and 0.80% for the
Institutional Class.

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the A
Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plans provide that the A Class will pay American
Century Investment Services, Inc. (ACIS) an annual distribution and service
fee of 0.25%. The plans provide that the B Class and C Class will each pay
ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans
provide that the R Class will pay ACIS an annual distribution and service fee
of 0.50%. The fees are computed and accrued daily based on each class's daily
net assets and paid monthly in arrears. The fees are used to pay financial
intermediaries for distribution and individual shareholder services. Fees
incurred under the plans during the year ended October 31, 2008, are detailed
in the Statement of Operations.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an
equity investor in ACC. The funds have a securities lending agreement with
JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the funds had a bank
line of credit agreement with JPMCB. JPMCB is a custodian of the funds and a
wholly owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the year ended
October 31, 2008, were as follows:

                                       Capital        Focused       Fundamental
                       Select          Growth         Growth           Equity

Purchases          $1,458,351,230    $20,532,639    $15,579,650     $445,886,272

Proceeds from
sales              $1,716,447,162    $10,632,152    $15,520,646     $358,927,991


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40


4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the funds were as follows:

                               Year ended                     Year ended
                            October 31, 2008               October 31, 2007
                         Shares         Amount         Shares          Amount
Select

INVESTOR
CLASS/SHARES
AUTHORIZED             300,000,000                    300,000,000
                       ===========                   ============

Sold                     1,304,514    $ 48,509,921      1,250,472     $ 48,790,315

Issued in
reinvestment of
distributions            4,320,701     174,988,391      1,304,522       48,241,214

Redeemed               (6,380,454)   (233,776,220)   (17,717,923)    (685,347,731)
                       -----------   -------------   ------------   --------------
                         (755,239)    (10,277,908)   (15,162,929)    (588,316,202)
                       -----------   -------------   ------------   --------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED              40,000,000                     40,000,000
                       ===========                   ============

Sold                        34,755       1,327,615        353,624       13,609,415

Issued in
reinvestment of
distributions              295,584      12,086,426         88,501        3,294,898

Redeemed                 (437,958)    (17,300,838)      (849,574)     (32,045,945)
                       -----------   -------------   ------------   --------------
                         (107,619)     (3,886,797)      (407,449)     (15,141,632)
                       -----------   -------------   ------------   --------------
A CLASS/SHARES
AUTHORIZED              75,000,000                     75,000,000
                       ===========                   ============

Sold                       118,060       4,363,693        148,523        5,577,259

Issued in
connection with
reclassification
(Note 9)                        --              --        506,351       20,436,277

Issued in
reinvestment of
distributions               75,309       3,009,333          9,421          344,992

Redeemed                 (390,494)    (14,148,255)      (314,140)     (12,073,334)
                       -----------   -------------   ------------   --------------
                         (197,125)     (6,775,229)        350,155       14,285,194
                       -----------   -------------   ------------   --------------

A CLASS
(OLD)/SHARES
AUTHORIZED                     N/A                            N/A
                       ===========                   ============

Sold                                                       37,196        1,415,182

Issued in
reinvestment of
distributions                                              12,149          447,803

Redeemed in
connection with
reclassification
(Note 9)                                                (506,351)     (20,436,277)

Redeemed                                                (330,339)     (12,574,066)
                                                     ------------   --------------
                                                        (787,345)     (31,147,358)
                                                     ------------   --------------

B CLASS/SHARES
AUTHORIZED              25,000,000                     25,000,000
                       ===========                   ============

Sold                         4,313         147,174          7,203          268,506

Issued in
reinvestment of
distributions                9,553         372,090          2,401           86,511

Redeemed                  (36,169)     (1,284,825)       (50,198)      (1,890,695)
                       -----------   -------------   ------------   --------------
                          (22,303)       (765,561)       (40,594)      (1,535,678)
                       -----------   -------------   ------------   --------------

C CLASS/SHARES
AUTHORIZED              25,000,000                     25,000,000
                       ===========                   ============

Sold                         1,687          60,784            714           26,450

Issued in
reinvestment of
distributions                1,459          56,859            426           15,353

Redeemed                  (10,144)       (359,726)       (22,109)        (823,182)
                       -----------   -------------   ------------   --------------
                           (6,998)       (242,083)       (20,969)        (781,379)
                       -----------   -------------   ------------   --------------

R CLASS/SHARES
AUTHORIZED              50,000,000                     50,000,000
                       ===========                   ============

Sold                           497          11,841             54            2,087

Issued in
reinvestment of
distributions                   57           2,305             10              381

Redeemed                        --              --           (23)            (888)
                       -----------   -------------   ------------   --------------
                               554          14,146             41             1580
                       -----------   -------------   ------------   --------------
Net increase
(decrease)             (1,088,730)   $(21,933,432)   (16,069,090)   $(622,635,475)
                       ===========   =============   ============   ==============


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41


                                 Year ended                    Year ended
                              October 31, 2008              October 31, 2007
                           Shares         Amount         Shares         Amount
Capital Growth

INVESTOR CLASS/SHARES
AUTHORIZED                300,000,000                   300,000,000
                         ============                  ============

Sold                          215,390    $ 2,431,606         78,738    $ 1,095,962

Issued in
reinvestment of
distributions                   8,465        106,995             88          1,045

Redeemed                     (45,062)      (489,244)        (5,954)       (79,017)
                         ------------   ------------   ------------   ------------
                              178,793      2,049,357         72,872      1,017,990
                         ------------   ------------   ------------   ------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED                 50,000,000                    50,000,000
                         ============                  ============

Sold                           12,176        111,615             --             --

Issued in
reinvestment of
distributions                     195          2,469             27            331

Redeemed                         (86)          (751)             --             --
                         ------------   ------------   ------------   ------------
                               12,285        113,333             27            331
                         ------------   ------------   ------------   ------------

A CLASS/SHARES
AUTHORIZED                100,000,000                   100,000,000
                         ============                  ============

Sold                          752,534      8,201,510        123,502      1,513,050

Issued in
reinvestment of
distributions                  16,251        204,109          2,022         23,962

Redeemed                    (102,560)    (1,077,664)       (84,101)    (1,089,133)
                         ------------   ------------   ------------   ------------
                              666,225      7,327,955         41,423        447,879
                         ------------   ------------   ------------   ------------

B CLASS/SHARES
AUTHORIZED                100,000,000                   100,000,000
                         ============                  ============

Sold                           38,464        429,211         27,689        332,104

Issued in
reinvestment of
distributions                   5,124         62,361            990         11,480

Redeemed                     (14,941)      (159,518)       (48,876)      (626,062)
                         ------------   ------------   ------------   ------------
                               28,647        332,054       (20,197)      (282,478)
                         ------------   ------------   ------------   ------------

C CLASS/SHARES
AUTHORIZED                100,000,000                   100,000,000
                         ============                  ============

Sold                           90,501      1,042,449         20,884        259,074

Issued in
reinvestment of
distributions                   2,288         27,845            809          9,388

Redeemed                     (43,280)      (488,213)       (43,150)      (558,908)
                         ------------   ------------   ------------   ------------
                               49,509        582,081       (21,457)      (290,446)
                         ------------   ------------   ------------   ------------

R CLASS/SHARES
AUTHORIZED                 60,000,000                    60,000,000
                         ============                  ============

Sold                            7,340         80,595            195          2,713

Issued in
reinvestment of
distributions                     220          2,746             28            331

Redeemed                        (278)        (3,173)            (2)           (24)
                         ------------   ------------   ------------   ------------
                                7,282         80,168            221          3,020
                         ------------   ------------   ------------   ------------
Net increase
(decrease)                    942,741    $10,484,948         72,889      $ 896,296
                         ============   ============   ============   ============


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42


                                    Year ended                  Year ended
                                 October 31, 2008            October 31, 2007
                              Shares        Amount        Shares        Amount
Focused Growth

INVESTOR CLASS/SHARES
AUTHORIZED                   50,000,000                  50,000,000
                             ==========                  ==========

Sold                            336,040    $ 3,456,085      252,879    $ 2,955,714

Issued in reinvestment of
distributions                   136,093      1,498,366       29,862        339,826

Redeemed                      (366,840)    (3,763,936)    (633,768)    (7,391,198)
                             ----------   ------------   ----------   ------------
                                105,293      1,190,515    (351,027)    (4,095,658)
                             ----------   ------------   ----------   ------------

INSTITUTIONAL
CLASS/SHARES AUTHORIZED      10,000,000                  10,000,000
                             ==========                  ==========

Sold                                 --             --        1,986         25,000

Issued in reinvestment of
distributions                       270          2,967           --             --
                             ----------   ------------   ----------   ------------
                                    270          2,967        1,986         25,000
                             ----------   ------------   ----------   ------------

A CLASS/SHARES AUTHORIZED    10,000,000                  10,000,000
                             ==========                  ==========

Sold                             31,644        286,449        1,986         25,000

Issued in reinvestment of
distributions                       259          2,856           --             --

Redeemed                        (2,656)       (26,633)           --             --
                             ----------   ------------   ----------   ------------
                                 29,247        262,672        1,986         25,000
                             ----------   ------------   ----------   ------------

B CLASS/SHARES AUTHORIZED    10,000,000                  10,000,000
                             ==========                  ==========

Sold                              1,681         17,306        1,986         25,000

Issued in reinvestment of
distributions                       240          2,673           --             --
                             ----------   ------------   ----------   ------------
                                  1,921         19,979        1,986         25,000
                             ----------   ------------   ----------   ------------

C CLASS/SHARES AUTHORIZED    10,000,000                  10,000,000
                             ==========                  ==========

Sold                              4,409         45,159        5,892         74,987

Issued in reinvestment of
distributions                       714          7,928           --             --

Redeemed                        (1,603)       (12,600)           --             --
                             ----------   ------------   ----------   ------------
                                  3,520         40,487        5,892         74,987
                             ----------   ------------   ----------   ------------

R CLASS/SHARES AUTHORIZED    10,000,000                  10,000,000
                             ==========                  ==========

Sold                                 --             --        1,986         25,000

Issued in reinvestment of
distributions                       252          2,795           --             --
                             ----------   ------------   ----------   ------------
                                    252          2,795        1,986         25,000
                             ----------   ------------   ----------   ------------
Net increase (decrease)         140,503     $1,519,415    (337,191)   $(3,920,671)
                             ==========   ============   ==========   ============


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43


                               Year ended                     Year ended
                            October 31, 2008               October 31, 2007
                         Shares          Amount         Shares          Amount
Fundamental Equity

INVESTOR
CLASS/SHARES
AUTHORIZED              200,000,000                    200,000,000
                       ============                   ============

Sold                      3,296,777    $ 44,594,062      3,715,748     $53,813,021

Issued in
reinvestment of
distributions               110,977       1,604,732          5,867          77,738

Redeemed                (3,065,757)    (38,176,168)      (581,646)     (8,716,197)
                       ------------   -------------   ------------   -------------
                            341,997       8,022,626      3,139,969      45,174,562
                       ------------   -------------   ------------   -------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED               25,000,000                     50,000,000
                       ============                   ============

Sold                        142,328       1,942,574         15,790         209,743

Issued in
reinvestment of
distributions                    86           1,242             53             703

Redeemed                  (101,427)     (1,214,364)             --              --
                       ------------   -------------   ------------   -------------
                             40,987         729,452         15,843         210,446
                       ------------   -------------   ------------   -------------

A CLASS/SHARES
AUTHORIZED              150,000,000                     50,000,000
                       ============                   ============

Sold                     16,392,959     222,736,346     13,689,196     198,932,845

Issued in
reinvestment of
distributions               519,284       7,514,042         58,553         776,411

Redeemed               (10,612,121)   (134,187,154)      (915,776)    (13,379,165)
                       ------------   -------------   ------------   -------------
                          6,300,122      96,063,234     12,831,973     186,330,091
                       ------------   -------------   ------------   -------------

B CLASS/SHARES
AUTHORIZED               25,000,000                     50,000,000
                       ============                   ============

Sold                        198,253       2,653,019        224,752       3,219,435

Issued in
reinvestment of
distributions                 6,509          93,530          1,357          17,871

Redeemed                   (92,429)     (1,143,924)       (27,247)       (393,576)
                       ------------   -------------   ------------   -------------
                            112,333       1,602,625        198,862       2,843,730
                       ------------   -------------   ------------   -------------

C CLASS/SHARES
AUTHORIZED               50,000,000                     50,000,000
                       ============                   ============

Sold                      1,217,499      16,547,716      1,308,090      18,834,090

Issued in
reinvestment of
distributions                21,262         305,742          3,892          51,300

Redeemed                  (893,725)    (11,302,775)       (79,354)     (1,139,749)
                       ------------   -------------   ------------   -------------
                            345,036       5,550,683      1,232,628      17,745,641
                       ------------   -------------   ------------   -------------

R CLASS/SHARES
AUTHORIZED               10,000,000                     60,000,000
                       ============                   ============

Sold                         16,662         211,942         33,938         472,163

Issued in
reinvestment of
distributions                   882          12,745             37             493

Redeemed                    (8,751)       (101,541)        (8,262)       (121,965)
                       ------------   -------------   ------------   -------------
                              8,793         123,146         25,713         350,691
                       ------------   -------------   ------------   -------------
Net increase
(decrease)                7,149,268    $112,091,766     17,444,988    $252,655,161
                       ============   =============   ============   =============

5. SECURITIES LENDING

As of October 31, 2008, the funds did not have any securities on loan. JPMCB
receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. The funds' risks in securities lending are
that the borrower may not provide additional collateral when required or
return the securities when due. If the borrower defaults, receipt of the
collateral by the funds may be delayed or limited. Investments made with cash
collateral may decline in value.


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44


6. BANK LINE OF CREDIT

Effective December 12, 2007, the funds, along with certain other funds managed
by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement
with Bank of America, N.A. Prior to December 12, 2007, the funds, along with
certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured
bank line of credit agreement with JPMCB. The funds may borrow money for
temporary or emergency purposes to fund shareholder redemptions. Borrowings
under the agreement, which is subject to annual renewal, bear interest at the
Federal Funds rate plus 0.40%. The line expired December 10, 2008, and was not
renewed. The funds did not borrow from either line during the year ended
October 31, 2008.

7. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic developments, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws or restrictions.

Focused Growth's investment process may result in high portfolio turnover,
high commission costs and high capital gains distributions. In addition, its
investment approach may involve higher volatility and risk.

Fundamental Equity's performance may be affected by investments in initial
public offerings (IPOs). The impact of IPO's on a fund's performance depends
on the strength of the IPO market and the size of the fund. IPOs may have less
impact on a fund's performance as its assets grow.

8. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

                                       Select                Capital Growth
                                 2008           2007         2008       2007
DISTRIBUTIONS PAID FROM

Ordinary income                $79,550,077   $12,020,013    $165,021         --

Long-term capital gains       $118,733,543   $42,887,024    $313,161    $51,258

                                   Focused Growth          Fundamental Equity
                                 2008           2007         2008       2007
DISTRIBUTIONS PAID FROM

Ordinary income                 $1,178,297      $353,400  $9,581,019   $969,242

Long-term capital gains           $364,484            --    $661,601    $19,289

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.


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45


As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

                                         Capital        Focused      Fundamental
                         Select          Growth         Growth          Equity
Federal tax cost
of investments        $1,896,951,402    $14,201,389    $11,468,132    $356,705,907
                      ==============   ============   ============   =============

Gross tax
appreciation of
investments             $ 23,090,847       $ 97,826      $ 113,557     $ 3,569,721

Gross tax
depreciation of
investments            (356,023,081)    (2,606,301)    (2,235,572)    (80,106,933)
                      --------------   ------------   ------------   -------------
Net tax
appreciation
(depreciation) of
investments           $(332,932,234)   $(2,508,475)   $(2,122,015)   $(76,537,212)
                      ==============   ============   ============   =============

Net tax
appreciation
(depreciation) on
derivatives and
translation of
assets and
liabilities in
foreign currencies           $72,900        $ 1,564        $ 2,065              --
                      --------------   ------------   ------------   -------------
Net tax
appreciation
(depreciation)        $(332,859,334)   $(2,506,911)   $(2,119,950)   $(76,537,212)
                      ==============   ============   ============   =============

Undistributed
ordinary income          $15,320,329        $15,171        $45,545      $2,338,066

Accumulated
capital losses         $(14,707,162)     $(769,263)     $(677,282)   $(53,837,215)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and the realization for tax purposes of unrealized gains
on certain forward foreign currency exchange contracts.

The accumulated capital losses listed above represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. The capital loss carryovers expire in 2016.

9. CORPORATE EVENT

On July 27, 2007, the A Class (old) shareholders of Select approved a
reclassification of A Class (old) shares into Advisor Class shares. The change
was approved by the Board of Directors on November 29, 2006 and March 7, 2007.
The reclassification was effective on September 4, 2007. Subsequent to the
reclassification, the Advisor Class was renamed A Class.

10. RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (FAS 157), in September 2006, which is effective for
fiscal years beginning after November 15, 2007. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands the required
financial statement disclosures about fair value measurements. The adoption of
FAS 157 will not materially impact the determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.


- ------
46


11. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

The funds hereby designate up to the maximum amount allowable as qualified
dividend income for the fiscal year ended October 31, 2008.

For corporate taxpayers, the funds hereby designate the following ordinary
income distributions, or up to the maximum amount allowable, as qualified for
the corporate dividends received deduction for the fiscal year ended October
31, 2008.

    Select      Capital Growth   Focused Growth   Fundamental Equity

 $20,497,324        $51,623         $129,731          $3,432,586

The funds hereby designate the following long-term capital gain distributions,
or up to the maximum amount allowable, for the fiscal year ended October 31,
2008.

    Select       Capital Growth   Focused Growth   Fundamental Equity

 $118,733,543       $313,161         $364,484           $661,601

The funds hereby designate the following distributions as qualified short-term
capital gains for purposes of Internal Revenue Code Section 871.

    Select      Capital Growth   Focused Growth   Fundamental Equity

 $79,550,077       $164,949        $1,172,043         $7,657,791


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47


FINANCIAL HIGHLIGHTS
Select

Investor Class
For a Share Outstanding Throughout the Years Ended October 31
                                   2008        2007        2006        2005        2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period              $45.58      $36.22      $37.04      $34.80      $33.77
                               --------    --------    --------    --------    --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                  0.07        0.04        0.21        0.15       --(2)

 Net Realized and
 Unrealized Gain (Loss)         (16.10)       10.06      (0.77)        2.17        1.03
                               --------    --------    --------    --------    --------
 Total From
 Investment Operations          (16.03)       10.10      (0.56)        2.32        1.03
                               --------    --------    --------    --------    --------
Distributions

 From Net
 Investment Income                   --      (0.16)      (0.26)      (0.08)          --

 From Net Realized Gains         (3.30)      (0.58)          --          --          --
                               --------    --------    --------    --------    --------
 Total Distributions             (3.30)      (0.74)      (0.26)      (0.08)          --
                               --------    --------    --------    --------    --------
Net Asset Value,
End of Period                    $26.25      $45.58      $36.22      $37.04      $34.80
                               ========    ========    ========    ========    ========

TOTAL RETURN(3)                (37.71)%      28.37%     (1.55)%       6.67%       3.05%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                        1.00%       1.00%       1.00%       1.00%       1.00%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                        0.19%       0.11%       0.57%       0.42%     (0.01)%

Portfolio
Turnover Rate                       64%         79%        206%         55%         48%

Net Assets, End of
Period (in millions)             $1,449      $2,550      $2,576      $3,329      $3,565

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

(2) Per-share amount was less than $0.005.

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


- ------
48


Select

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31
                                   2008       2007        2006       2005       2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period              $45.98     $36.53      $37.35     $35.09     $33.99
                               --------   --------    --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                  0.15       0.12        0.30       0.24       0.07

 Net Realized and
 Unrealized Gain (Loss)         (16.27)      10.15      (0.78)       2.18       1.03
                               --------   --------    --------   --------   --------
 Total From
 Investment Operations          (16.12)      10.27      (0.48)       2.42       1.10
                               --------   --------    --------   --------   --------
Distributions

 From Net
 Investment Income                   --     (0.24)      (0.34)     (0.16)         --

 From Net Realized Gains         (3.30)     (0.58)          --         --         --
                               --------   --------    --------   --------   --------
 Total Distributions             (3.30)     (0.82)      (0.34)     (0.16)         --
                               --------   --------    --------   --------   --------
Net Asset Value,
End of Period                    $26.56     $45.98      $36.53     $37.35     $35.09
                               ========   ========    ========   ========   ========

TOTAL RETURN(2)                (37.60)%     28.63%     (1.35)%      6.87%      3.24%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                        0.80%      0.80%       0.80%      0.80%      0.80%

Ratio of Net Investment
Income (Loss) to
Average Net Assets                0.39%      0.31%       0.77%      0.62%      0.19%

Portfolio Turnover Rate             64%        79%        206%        55%        48%

Net Assets, End of
Period (in thousands)           $94,419   $168,441    $148,717   $198,212   $234,815

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


- ------
49


Select

A Class(1)
For a Share Outstanding Throughout the Years Ended October 31
                                    2008        2007        2006        2005        2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period               $45.05      $35.80      $36.63      $34.43      $33.49
                                --------    --------    --------    --------    --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                 (0.02)      (0.09)        0.12        0.04      (0.09)

 Net Realized and
 Unrealized Gain (Loss)          (15.88)        9.99      (0.76)        2.16        1.03
                                --------    --------    --------    --------    --------
 Total From
 Investment Operations           (15.90)        9.90      (0.64)        2.20        0.94
                                --------    --------    --------    --------    --------
Distributions

 From Net
 Investment Income                    --      (0.07)      (0.19)          --          --

 From Net Realized Gains          (3.30)      (0.58)          --          --          --
                                --------    --------    --------    --------    --------
 Total Distributions              (3.30)      (0.65)      (0.19)          --          --
                                --------    --------    --------    --------    --------
Net Asset Value,
End of Period                     $25.85      $45.05      $35.80      $36.63      $34.43
                                ========    ========    ========    ========    ========

TOTAL RETURN(3)                 (37.88)%      28.07%     (1.79)%       6.39%       2.81%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                         1.25%       1.25%       1.25%       1.25%       1.25%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                       (0.06)%     (0.14)%       0.32%       0.17%     (0.26)%

Portfolio Turnover Rate              64%         79%        206%         55%         48%

Net Assets, End of
Period (in thousands)            $19,450     $42,770     $21,455     $27,741     $22,626

(1) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


- ------
50


Select

B Class
For a Share Outstanding Throughout the Years Ended October 31
                                   2008      2007       2006       2005       2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period              $44.03    $35.21     $36.12     $34.21     $33.53
                               --------  --------   --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                (0.29)    (0.34)     (0.12)     (0.22)     (0.35)

 Net Realized and
 Unrealized Gain (Loss)         (15.41)      9.74     (0.79)       2.13       1.03
                               --------  --------   --------   --------   --------
 Total From
 Investment Operations          (15.70)      9.40     (0.91)       1.91       0.68
                               --------  --------   --------   --------   --------
Distributions

 From Net Realized Gains         (3.30)    (0.58)         --         --         --
                               --------  --------   --------   --------   --------
Net Asset Value,
End of Period                    $25.03    $44.03     $35.21     $36.12     $34.21
                               ========  ========   ========   ========   ========

TOTAL RETURN(2)                (38.36)%    27.07%    (2.52)%      5.58%      2.03%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                        2.00%     2.00%      2.00%      2.00%      2.00%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                      (0.81)%   (0.89)%    (0.43)%    (0.58)%    (1.01)%

Portfolio Turnover Rate             64%       79%       206%        55%        48%

Net Assets, End of
Period (in thousands)            $2,605    $5,567     $5,880     $2,501     $2,273

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


- ------
51


Select

C Class
For a Share Outstanding Throughout the Years Ended October 31
                                   2008      2007       2006       2005       2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period              $44.07    $35.24     $36.15     $34.23     $33.56
                               --------  --------   --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                (0.29)    (0.34)     (0.16)     (0.22)     (0.36)

 Net Realized and
 Unrealized Gain (Loss)         (15.43)      9.75     (0.75)       2.14       1.03
                               --------  --------   --------   --------   --------
 Total From
 Investment Operations          (15.72)      9.41     (0.91)       1.92       0.67
                               --------  --------   --------   --------   --------
Distributions

 From Net Realized Gains         (3.30)    (0.58)         --         --         --
                               --------  --------   --------   --------   --------
Net Asset Value,
End of Period                    $25.05    $44.07     $35.24     $36.15     $34.23
                               ========  ========   ========   ========   ========

TOTAL RETURN(2)                (38.34)%    27.07%    (2.52)%      5.58%      2.03%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                        2.00%     2.00%      2.00%      2.00%      2.00%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                      (0.81)%   (0.89)%    (0.43)%    (0.58)%    (1.01)%

Portfolio Turnover Rate             64%       79%       206%        55%        48%

Net Assets, End of
Period (in thousands)              $394    $1,001     $1,540     $3,511     $3,733

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


- ------
52


Select

R Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                            2008        2007        2006      2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                       $45.33      $36.05      $37.00       $38.34
                                        --------    --------    --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)          (0.11)      (0.15)        0.03       (0.05)

 Net Realized and Unrealized
 Gain (Loss)                             (15.96)       10.01      (0.77)       (1.29)
                                        --------    --------    --------     --------
 Total From Investment Operations        (16.07)        9.86      (0.74)       (1.34)
                                        --------    --------    --------     --------
Distributions

 From Net Investment Income                   --          --      (0.21)           --

 From Net Realized Gains                  (3.30)      (0.58)          --           --
                                        --------    --------    --------     --------
 Total Distributions                      (3.30)      (0.58)      (0.21)           --
                                        --------    --------    --------     --------
Net Asset Value, End of Period            $25.96      $45.33      $36.05       $37.00
                                        ========    ========    ========     ========

TOTAL RETURN(3)                         (38.03)%      27.72%     (2.04)%      (3.50)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                      1.50%       1.50%       1.50%     1.50%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets             (0.31)%     (0.39)%       0.07%   (0.50)%(4)

Portfolio Turnover Rate                      64%         79%        206%       55%(5)

Net Assets, End of Period
(in thousands)                               $32         $32         $24          $24

(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2005.

See Notes to Financial Statements.


- ------
53


Capital Growth

Investor Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                             2008        2007        2006      2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                        $14.21      $11.81      $10.60       $10.80
                                         --------    --------    --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)             0.02       --(3)       --(3)        --(3)

 Net Realized and Unrealized
 Gain (Loss)                               (4.48)        2.54        1.21       (0.20)
                                         --------    --------    --------     --------
 Total From Investment Operations          (4.46)        2.54        1.21       (0.20)
                                         --------    --------    --------     --------
Distributions

 From Net Realized Gains                   (1.05)      (0.14)          --           --
                                         --------    --------    --------     --------
Net Asset Value, End of Period              $8.70      $14.21      $11.81       $10.60
                                         ========    ========    ========     ========

TOTAL RETURN(4)                          (33.67)%      21.77%      11.42%      (1.85)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                       1.01%       1.01%       1.00%     1.00%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets                0.15%       0.15%       0.05%   (0.12)%(5)

Portfolio Turnover Rate                      129%        160%        140%      110%(6)

Net Assets, End of Period
(in thousands)                             $2,252      $1,139         $86          $25

(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2005.

See Notes to Financial Statements.


- ------
54


Capital Growth

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                2008       2007        2006    2005(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period          $14.28     $11.84      $10.61     $10.80
                                            --------   --------    --------   --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                0.04       0.04        0.03      --(3)

 Net Realized and Unrealized
 Gain (Loss)                                  (4.51)       2.54        1.20     (0.19)
                                            --------   --------    --------   --------
 Total From Investment Operations             (4.47)       2.58        1.23     (0.19)
                                            --------   --------    --------   --------
Distributions

 From Net Realized Gains                      (1.05)     (0.14)          --         --
                                            --------   --------    --------   --------
Net Asset Value, End of Period                 $8.76     $14.28      $11.84     $10.61
                                            ========   ========    ========   ========

TOTAL RETURN(4)                             (33.57)%     22.06%      11.59%    (1.76)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                          0.81%      0.81%       0.80%   0.80%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets                   0.35%      0.35%       0.25%   0.08%(5)

Portfolio Turnover Rate                         129%       160%        140%    110%(6)

Net Assets, End of Period (in thousands)        $128        $33         $27        $25

(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2005.

See Notes to Financial Statements.


- ------
55


Capital Growth

A Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                 2008       2007        2006        2005      2004(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period            $14.13     $11.78      $10.59       $9.89       $10.00
                             --------   --------    --------    --------     --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)              (0.01)     (0.01)      (0.02)       --(3)       (0.03)

 Net Realized and
 Unrealized
 Gain (Loss)                   (4.45)       2.50        1.21        0.70       (0.08)
                             --------   --------    --------    --------     --------
 Total From
 Investment Operations         (4.46)       2.49        1.19        0.70       (0.11)
                             --------   --------    --------    --------     --------
Distributions

 From Net
 Realized Gains                (1.05)     (0.14)          --          --           --
                             --------   --------    --------    --------     --------
Net Asset Value,
End of Period                   $8.62     $14.13      $11.78      $10.59        $9.89
                             ========   ========    ========    ========     ========

TOTAL RETURN(4)              (33.88)%     21.40%      11.24%       7.08%      (1.10)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                      1.26%      1.26%       1.25%       1.27%     1.25%(5)

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                    (0.10)%    (0.10)%     (0.20)%     (0.03)%   (0.43)%(5)

Portfolio
Turnover Rate                    129%       160%        140%        110%          87%

Net Assets, End of
Period (in thousands)          $7,679     $3,171      $2,155      $1,216         $692

(1) February 27, 2004 (fund inception) through October 31, 2004.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(5) Annualized.

See Notes to Financial Statements.


- ------
56


Capital Growth

B Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                 2008        2007        2006        2005      2004(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period            $13.74      $11.54      $10.46       $9.84       $10.00
                             --------    --------    --------    --------     --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)              (0.09)      (0.10)      (0.10)      (0.08)       (0.08)

 Net Realized and
 Unrealized
 Gain (Loss)                   (4.30)        2.44        1.18        0.70       (0.08)
                             --------    --------    --------    --------     --------
 Total From
 Investment Operations         (4.39)        2.34        1.08        0.62       (0.16)
                             --------    --------    --------    --------     --------
Distributions

 From Net
 Realized Gains                (1.05)      (0.14)          --          --           --
                             --------    --------    --------    --------     --------
Net Asset Value,
End of Period                   $8.30      $13.74      $11.54      $10.46        $9.84
                             ========    ========    ========    ========     ========

TOTAL RETURN(3)              (34.36)%      20.54%      10.33%       6.30%      (1.60)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                      2.01%       2.01%       2.00%       2.02%     2.00%(4)

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                    (0.85)%     (0.85)%     (0.95)%     (0.78)%   (1.17)%(4)

Portfolio
Turnover Rate                    129%        160%        140%        110%          87%

Net Assets, End of
Period (in thousands)            $760        $865        $960        $772         $450


(1) February 27, 2004 (fund inception) through October 31, 2004.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
57


Capital Growth

C Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                  2008        2007        2006       2005      2004(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period             $13.74      $11.54      $10.46      $9.84       $10.00
                              --------    --------    --------   --------     --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)               (0.09)      (0.10)      (0.10)     (0.08)       (0.08)

 Net Realized and
 Unrealized Gain (Loss)         (4.30)        2.44        1.18       0.70       (0.08)
                              --------    --------    --------   --------     --------
 Total From
 Investment Operations          (4.39)        2.34        1.08       0.62       (0.16)
                              --------    --------    --------   --------     --------
Distributions

 From Net
 Realized Gains                 (1.05)      (0.14)          --         --           --
                              --------    --------    --------   --------     --------
Net Asset Value,
End of Period                    $8.30      $13.74      $11.54     $10.46        $9.84
                              ========    ========    ========   ========     ========

TOTAL RETURN(3)               (34.36)%      20.54%      10.33%      6.30%      (1.60)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                       2.01%       2.01%       2.00%      2.02%     2.00%(4)

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                     (0.85)%     (0.85)%     (0.95)%    (0.78)%   (1.18)%(4)

Portfolio
Turnover Rate                     129%        160%        140%       110%          87%

Net Assets, End of
Period (in thousands)             $831        $695        $832       $609         $343

(1) February 27, 2004 (fund inception) through October 31, 2004.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
58


Capital Growth

R Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                      2008      2007       2006      2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                 $14.05    $11.74     $10.59       $10.80
                                  --------  --------   --------     --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                   (0.04)    (0.04)     (0.05)       (0.02)

 Net Realized and
 Unrealized Gain (Loss)             (4.41)      2.49       1.20       (0.19)
                                  --------  --------   --------     --------
 Total From
 Investment Operations              (4.45)      2.45       1.15       (0.21)
                                  --------  --------   --------     --------
Distributions

 From Net Realized Gains            (1.05)    (0.14)         --           --
                                  --------  --------   --------     --------
Net Asset Value,
End of Period                        $8.55    $14.05     $11.74       $10.59
                                  ========  ========   ========     ========

TOTAL RETURN(3)                   (34.01)%    21.13%     10.86%      (1.94)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                1.51%     1.51%      1.50%     1.50%(4)

Ratio of Net Investment
Income (Loss) to Average
Net Assets                         (0.35)%   (0.35)%    (0.45)%   (0.62)%(4)

Portfolio Turnover Rate               129%      160%       140%      110%(5)

Net Assets, End of Period
(in thousands)                         $84       $36        $27          $25

(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2005.

See Notes to Financial Statements.


- ------
59


Focused Growth

Investor Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                         2008       2007      2006    2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                    $12.92     $11.42    $10.53     $10.00
                                     --------   --------  --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                        0.02       0.04      0.01      --(3)

 Net Realized and
 Unrealized Gain (Loss)                (3.74)       1.73      0.95       0.53
                                     --------   --------  --------   --------
 Total From
 Investment Operations                 (3.72)       1.77      0.96       0.53
                                     --------   --------  --------   --------
Distributions

 From Net Investment Income            (0.01)     (0.04)     --(3)         --

 From Net Realized Gains               (1.46)     (0.23)    (0.07)         --
                                     --------   --------  --------   --------
 Total Distributions                   (1.47)     (0.27)    (0.07)         --
                                     --------   --------  --------   --------
Net Asset Value, End of Period          $7.73     $12.92    $11.42     $10.53
                                     ========   ========  ========   ========

TOTAL RETURN(4)                      (32.19)%     15.78%     9.13%      5.30%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                   1.00%      1.00%     1.00%   1.00%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets            0.22%      0.33%     0.07%   0.00%(5)

Portfolio Turnover Rate                  130%       275%      313%        95%

Net Assets, End of Period
(in thousands)                         $8,814    $13,381   $15,837    $12,175

(1) February 28, 2005 (fund inception) through October 31, 2005.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(5) Annualized.

See Notes to Financial Statements.


- ------
60


Focused Growth

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                            2008      2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                      $12.93       $12.59
                                                        --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                            0.04        --(3)

 Net Realized and Unrealized Gain (Loss)                  (3.75)         0.34
                                                        --------     --------
 Total From Investment Operations                         (3.71)         0.34
                                                        --------     --------
Distributions

 From Net Investment Income                               (0.03)           --

 From Net Realized Gains                                  (1.46)           --
                                                        --------     --------
 Total Distributions                                      (1.49)           --
                                                        --------     --------
Net Asset Value, End of Period                             $7.73       $12.93
                                                        ========     ========

TOTAL RETURN(4)                                         (32.09)%        2.70%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets          0.80%     0.80%(5)

Ratio of Net Investment Income (Loss)
to Average Net Assets                                      0.42%   (0.40)%(5)

Portfolio Turnover Rate                                     130%      275%(6)

Net Assets, End of Period (in thousands)                     $17          $26

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


- ------
61


Focused Growth

A Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                            2008      2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                      $12.92       $12.59
                                                        --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                           --(3)       (0.01)

 Net Realized and Unrealized Gain (Loss)                  (3.75)         0.34
                                                        --------     --------
 Total From Investment Operations                         (3.75)         0.33
                                                        --------     --------
Distributions

 From Net Realized Gains                                  (1.44)           --
                                                        --------     --------
Net Asset Value, End of Period                             $7.73       $12.92
                                                        ========     ========

TOTAL RETURN(4)                                         (32.37)%        2.62%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets          1.25%     1.25%(5)

Ratio of Net Investment Income (Loss)
to Average Net Assets                                    (0.03)%   (0.85)%(5)

Portfolio Turnover Rate                                     130%      275%(6)

Net Assets, End of Period (in thousands)                    $241          $26

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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62


Focused Growth


B Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                            2008      2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                      $12.91       $12.59
                                                        --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                          (0.08)       (0.02)

 Net Realized and Unrealized Gain (Loss)                  (3.75)         0.34
                                                        --------     --------
 Total From Investment Operations                         (3.83)         0.32
                                                        --------     --------
Distributions

 From Net Realized Gains                                  (1.35)           --
                                                        --------     --------
Net Asset Value, End of Period                             $7.73       $12.91
                                                        ========     ========

TOTAL RETURN(3)                                         (32.87)%        2.54%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets          2.00%     2.00%(4)

Ratio of Net Investment Income (Loss)
to Average Net Assets                                    (0.78)%   (1.60)%(4)

Portfolio Turnover Rate                                     130%      275%(5)

Net Assets, End of Period (in thousands)                     $30          $26

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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63


Focused Growth

C Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                            2008      2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                      $12.91       $12.59
                                                        --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                          (0.08)       (0.02)

 Net Realized and Unrealized Gain (Loss)                  (3.75)         0.34
                                                        --------     --------
 Total From Investment Operations                         (3.83)         0.32
                                                        --------     --------
Distributions

 From Net Realized Gains                                  (1.35)           --
                                                        --------     --------
Net Asset Value, End of Period                             $7.73       $12.91
                                                        ========     ========

TOTAL RETURN(3)                                         (32.87)%        2.54%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets          2.00%     2.00%(4)

Ratio of Net Investment Income (Loss)
to Average Net Assets                                    (0.78)%   (1.52)%(4)

Portfolio Turnover Rate                                     130%      275%(5)

Net Assets, End of Period (in thousands)                     $73          $76

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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64


Focused Growth

R Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                            2008      2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                      $12.92       $12.59
                                                        --------     --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                          (0.02)       (0.01)

 Net Realized and Unrealized Gain (Loss)                  (3.76)         0.34
                                                        --------     --------
 Total From Investment Operations                         (3.78)         0.33
                                                        --------     --------
Distributions

 From Net Realized Gains                                  (1.41)           --
                                                        --------     --------
Net Asset Value, End of Period                             $7.73       $12.92
                                                        ========     ========

TOTAL RETURN(3)                                         (32.56)%        2.62%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets          1.50%     1.50%(4)

Ratio of Net Investment Income (Loss)
to Average Net Assets                                    (0.28)%   (1.10)%(4)

Portfolio Turnover Rate                                     130%      275%(5)

Net Assets, End of Period (in thousands)                     $17          $26

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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65


Fundamental Equity

Investor Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                             2008       2007       2006    2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                        $15.68     $12.88     $11.04     $10.88
                                         --------   --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                            0.15       0.14       0.08       0.02

 Net Realized and
 Unrealized Gain (Loss)                    (5.42)       2.93       2.12       0.14
                                         --------   --------   --------   --------
 Total From
 Investment Operations                     (5.27)       3.07       2.20       0.16
                                         --------   --------   --------   --------
Distributions

 From Net Investment Income                (0.12)     (0.08)         --         --

 From Net Realized Gains                   (0.36)     (0.19)     (0.36)         --
                                         --------   --------   --------   --------
 Total Distributions                       (0.48)     (0.27)     (0.36)         --
                                         --------   --------   --------   --------
Net Asset Value, End of Period              $9.93     $15.68     $12.88     $11.04
                                         ========   ========   ========   ========

TOTAL RETURN(3)                          (34.56)%     24.18%     20.37%      1.47%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                       1.01%      1.00%      1.00%   1.00%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets                1.15%      0.99%      0.74%   0.59%(4)

Portfolio Turnover Rate                       97%        82%       174%    101%(5)

Net Assets, End of Period
(in thousands)                            $37,535    $53,908     $3,836        $25

(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the period November 30, 2004 (fund inception) through
October 31, 2005.

See Notes to Financial Statements.


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66


Fundamental Equity

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                             2008       2007       2006    2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                        $15.70     $12.90     $11.05     $10.88
                                         --------   --------   --------   --------
Income From
Investment Operations

 Net Investment Income (Loss)(2)             0.19       0.19       0.12       0.02

 Net Realized and
 Unrealized Gain (Loss)                    (5.44)       2.91       2.10       0.15
                                         --------   --------   --------   --------
 Total From
 Investment Operations                     (5.25)       3.10       2.22       0.17
                                         --------   --------   --------   --------
Distributions

 From Net Investment Income                (0.15)     (0.11)         --         --

 From Net Realized Gains                   (0.36)     (0.19)     (0.37)         --
                                         --------   --------   --------   --------
 Total Distributions                       (0.51)     (0.30)     (0.37)         --
                                         --------   --------   --------   --------
Net Asset Value, End of Period              $9.94     $15.70     $12.90     $11.05
                                         ========   ========   ========   ========

TOTAL RETURN(3)                          (34.45)%     24.43%     20.51%      1.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                       0.81%      0.80%      0.80%   0.80%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets                1.35%      1.19%      0.94%   0.79%(4)

Portfolio Turnover Rate                       97%        82%       174%    101%(5)

Net Assets, End of Period
(in thousands)                               $589       $286        $31        $25


(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the period November 30, 2004 (fund inception) through
October 31, 2005.

See Notes to Financial Statements.


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67


Fundamental Equity

A Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                         2008       2007      2006    2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                    $15.65     $12.85    $11.03     $10.00
                                     --------   --------  --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                        0.12       0.11      0.06       0.02

 Net Realized and
 Unrealized Gain (Loss)                (5.41)       2.92      2.11       1.01
                                     --------   --------  --------   --------
 Total From
 Investment Operations                 (5.29)       3.03      2.17       1.03
                                     --------   --------  --------   --------
Distributions

 From Net Investment Income            (0.09)     (0.04)        --         --

 From Net Realized Gains               (0.36)     (0.19)    (0.35)         --
                                     --------   --------  --------   --------
 Total Distributions                   (0.45)     (0.23)    (0.35)         --
                                     --------   --------  --------   --------
Net Asset Value,
End of Period                           $9.91     $15.65    $12.85     $11.03
                                     ========   ========  ========   ========

TOTAL RETURN(3)                      (34.73)%     23.88%    20.12%     10.30%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                   1.26%      1.25%     1.25%   1.28%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets            0.90%      0.74%     0.49%   0.17%(4)

Portfolio Turnover Rate                   97%        82%      174%       101%

Net Assets, End of Period
(in thousands)                       $218,469   $246,322   $37,314     $1,636

(1) November 30, 2004 (fund inception) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


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68


Fundamental Equity

B Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                         2008       2007      2006      2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                    $15.45     $12.74    $10.96       $10.00
                                     --------   --------  --------     --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                        0.02       0.01    (0.02)       (0.06)

 Net Realized and
 Unrealized Gain (Loss)                (5.36)       2.89      2.07         1.02
                                     --------   --------  --------     --------
 Total From
 Investment Operations                 (5.34)       2.90      2.05         0.96
                                     --------   --------  --------     --------
Distributions

 From Net Realized Gains               (0.33)     (0.19)    (0.27)           --
                                     --------   --------  --------     --------
Net Asset Value,
End of Period                           $9.78     $15.45    $12.74       $10.96
                                     ========   ========  ========     ========

TOTAL RETURN(3)                      (35.23)%     23.01%    19.04%        9.60%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                   2.01%      2.00%     2.00%     2.03%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets            0.15%    (0.01)%   (0.26)%   (0.58)%(4)

Portfolio Turnover Rate                   97%        82%      174%         101%

Net Assets, End of Period
(in thousands)                         $4,195     $4,889    $1,498         $469

(1) November 30, 2004 (fund inception) through October 31, 2005.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


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69


Fundamental Equity

C Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                         2008       2007      2006      2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                    $15.46     $12.75    $10.96       $10.00
                                     --------   --------  --------     --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                        0.02      --(3)    (0.03)       (0.06)

 Net Realized and
 Unrealized Gain (Loss)                (5.36)       2.90      2.09         1.02
                                     --------   --------  --------     --------
 Total From
 Investment Operations                 (5.34)       2.90      2.06         0.96
                                     --------   --------  --------     --------
Distributions

 From Net Realized Gains               (0.33)     (0.19)    (0.27)           --
                                     --------   --------  --------     --------
Net Asset Value,
End of Period                           $9.79     $15.46    $12.75       $10.96
                                     ========   ========  ========     ========

TOTAL RETURN(4)                      (35.20)%     22.99%    19.13%        9.60%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                   2.01%      2.00%     2.00%     2.03%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets            0.15%    (0.01)%   (0.26)%   (0.58)%(5)

Portfolio Turnover Rate                   97%        82%      174%         101%

Net Assets, End of Period
(in thousands)                        $18,919    $24,544    $4,530         $693

(1) November 30, 2004 (fund inception) through October 31, 2005.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(5) Annualized.

See Notes to Financial Statements.


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70


Fundamental Equity

R Class
For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                      2008      2007       2006    2005(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period                 $15.61    $12.81     $11.03     $10.88
                                  --------  --------   --------   --------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                     0.09      0.09       0.04      --(3)

 Net Realized and
 Unrealized Gain (Loss)             (5.41)      2.90       2.08       0.15
                                  --------  --------   --------   --------
 Total From
 Investment Operations              (5.32)      2.99       2.12       0.15
                                  --------  --------   --------   --------
Distributions

 From Net Investment Income         (0.05)     --(3)         --         --

 From Net Realized Gains            (0.36)    (0.19)     (0.34)         --
                                  --------  --------   --------   --------
 Total Distributions                (0.41)    (0.19)     (0.34)         --
                                  --------  --------   --------   --------
Net Asset Value,
End of Period                        $9.88    $15.61     $12.81     $11.03
                                  ========  ========   ========   ========

TOTAL RETURN(4)                   (34.92)%    23.60%     19.67%      1.38%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                1.51%     1.50%      1.50%   1.50%(5)

Ratio of Net Investment
Income (Loss) to Average
Net Assets                           0.65%     0.49%      0.24%   0.09%(5)

Portfolio Turnover Rate                97%       82%       174%    101%(6)

Net Assets, End of Period
(in thousands)                        $364      $438        $30        $25

(1) July 29, 2005 (commencement of sale) through October 31, 2005.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the period November 30, 2004 (fund inception) through
October 31, 2005.

See Notes to Financial Statements.


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71


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of Select Fund, Capital Growth Fund,
Focused Growth Fund and Fundamental Equity Fund, four of the funds
constituting American Century Mutual Funds, Inc. (the "Corporation"), as of
October 31, 2008, and the related statements of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for the periods presented.
These financial statements and financial highlights are the responsibility of
the Corporation's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. The Corporation is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Corporation's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
October 31, 2008, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the respective financial
positions of Select Fund, Capital Growth Fund, Focused Growth Fund and
Fundamental Equity Fund, four of the funds constituting American Century
Mutual Funds, Inc., as of October 31, 2008, the results of their operations
for the year then ended, the changes in their net assets for each of the two
years in the period then ended, and the financial highlights for the periods
presented, in conformity with accounting principles generally accepted in the
United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008


- ------
72


MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue
of their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or
indirect, subsidiaries, including the funds' investment advisor, American
Century Investment Management, Inc. (ACIM or the advisor); the funds'
principal underwriter, American Century Investment Services, Inc. (ACIS); and
the funds' transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers
of, and have no financial interest in, ACC or any of its wholly owned, direct
or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century Investments family of funds.

All persons named as officers of the funds also serve in similar capacities
for the other 14 investment companies in the American Century Investments
family of funds advised by ACIM or American Century Global Investment
Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise
noted. Only officers with policy-making functions are listed. No officer is
compensated for his or her service as an officer of the funds. The listed
officers are interested persons of the funds and are appointed or re-appointed
on an annual basis.

INTERESTED DIRECTORS

JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1924
POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since
2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1963
POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley
(March 2000 to November 2005)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 111
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None


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INDEPENDENT DIRECTORS

THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1940
POSITION(S) HELD WITH FUNDS: Director (since 1980)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated
Investments, LLC (real estate investment company); Managing Member, Brown
Cascade Properties, LLC (real estate investment company); Retired, Area Vice
President, Applied Industrial Technologies (bearings and power transmission
company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1942
POSITION(S) HELD WITH FUNDS: Director (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC
(private equity fund manager); Chief Financial Officer, Plaza Belmont LLC
(September 1999 to September 2006)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Saia, Inc.; Entertainment Properties
Trust

DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1937
POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, Western Investments, Inc. (real estate company); Retired Chairman of
the Board, Butler Manufacturing Company (metal buildings producer)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1943
POSITION(S) HELD WITH FUNDS: Director (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive
Officer and Founder, Sayers40, Inc., (technology products and services
provider)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1994)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, Sprint Corporation (telecommunications company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: DST Systems, Inc.; Euronet Worldwide,
Inc.; Charming Shoppes, Inc.


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74


JOHN R. WHITTEN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1946
POSITION(S) HELD WITH FUNDS: Director (since 2008)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Project Consultant, Celanese
Corp. (industrial chemical company) (September 2004 to January 2005); Chief
Financial Officer, Vice President and Treasurer, Applied Industrial
Technologies, Inc. (bearings and power transmission company) (1995 to 2003)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Rudolph Technologies, Inc.

OFFICERS

BARRY FINK, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1955
POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007);
Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as:
Director, ACC, ACS, ACIS and other ACC subsidiaries

MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1956
POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS

CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1957
POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS,
ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1966
POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February
2000 to present) and Controller, various American Century Investments funds
(1997 to September 2006)

JON ZINDEL, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1967
POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS

The SAI has additional information about the funds' directors and is available
without charge, upon request, by calling 1-800-345-2021.


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75


APPROVAL OF MANAGEMENT AGREEMENTS
Select, Capital Growth, Focused Growth and Fundamental Equity

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century Investments, this process is referred to as the
"15(c) Process." As a part of this process, the board reviews fund
performance, shareholder services, audit and compliance information, and a
variety of other reports from the advisor concerning fund operations. In
addition to this annual review, the board of directors oversees and evaluates
on a continuous basis at its quarterly meetings the nature and quality of
significant services performed by the advisor, fund performance, audit and
compliance information, and a variety of other reports relating to fund
operations. The board, or committees of the board, also holds special meetings
as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Select, Capital Growth, Focused Growth and
Fundamental Equity (the "funds") and the services provided to the funds under
the management agreement. The information considered and the discussions held
at the meetings included, but were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.


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76


FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the funds, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management agreement under the terms ultimately
determined by the board to be appropriate, the Directors' decision was based
on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance


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77


information for the funds, together with comparative information for
appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process comparing the funds' performance with that of similar funds not
managed by the advisor. If performance concerns are identified, the Directors
discuss with the advisor the reasons for such results (e.g., market
conditions, security selection) and any efforts being undertaken to improve
performance. Select's performance was above the median for its peer group for
the one-year period and below the median for the three-year period. Capital
Growth, Focused Growth, and Fundamental Equity's performance for both the one-
and three-year periods was above the median for their peer groups.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.


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78


COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the funds and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the funds' unified fee to the total
expense ratio of other funds in the funds' peer groups. The unified fee
charged to shareholders of Select, Capital Growth, and Focused Growth were
below the median of the total expense ratios of their peer groups. The unified
fee charged to shareholders of Fundamental Equity was slightly above the
median of the total expense ratios of its peer group. The board concluded that
the management fee paid by the funds to the advisor was reasonable in light of
the services provided to the funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the funds to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.


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79


CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.


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80


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, distributions you receive from certain IRAs, or 403(b),
457 and qualified plans are subject to federal income tax withholding, unless
you elect not to have withholding apply. Tax will be withheld on the total
amount withdrawn even though you may be receiving amounts that are not subject
to withholding, such as nondeductible contributions. In such case, excess
amounts of withholding could occur. You may adjust your withholding election
so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient. You can reduce or defer the income tax on a distribution
by directly or indirectly rolling such distribution over to another IRA or
eligible plan. You should consult your tax advisor for additional information.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


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81


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The BLENDED INDEX was considered the benchmark for Focused Growth prior to
March 2008. It combines two widely known indices, the S&P 500 Index and the
Russell 1000 Growth Index, which are both weighted at 50%.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The S&P 500 INDEX is a market value-weighted index of the stocks of 500
publicly traded U.S. companies chosen for market size, liquidity, and industry
group representation that are considered to be leading firms in dominant
industries. Each stock's weight in the index is proportionate to its market
value. Created by Standard & Poor's, it is considered to be a broad measure of
U.S. stock market performance.


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NOTES


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NOTES


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[back cover]

[american century investments logo and text logo ®]

CONTACT US

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . .        1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . .        1-800-345-2021 or
                                                                816-531-5575

INVESTORS USING ADVISORS . . . . . . . . . . . . . . . .        1-800-378-9878

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . .        1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . .        1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

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

PRSRT STD
U.S. POSTAGE PAID
AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0812
CL-ANN-62713S












[front cover]

Annual Report
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

HERITAGE FUND
NEW OPPORTUNITIES II FUND




PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
October 31, 2008. It was a time of enormous upheaval and change. We understand
and appreciate the challenges you have faced during this historic period, and
share your concerns about the economy, the markets, and fund holdings. To help
address these issues, I'd like to provide my perspective on how we have
managed--and continue to manage--your investments in these uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective . . . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns. . . . . . . . . . . . . . . . . . . . . .      2

HERITAGE

     Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . .      6
      Types of Investments in Portfolio . . . . . . . . . . . . . . . . .      6

NEW OPPORTUNITIES II

     Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
     Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . .      9
      Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . .      9
      Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . .     10
      Types of Investments in Portfolio . . . . . . . . . . . . . . . . .     10

     Shareholder Fee Examples . . . . . . . . . . . . . . . . . . . . . .     11

FINANCIAL STATEMENTS

     Schedule of Investments. . . . . . . . . . . . . . . . . . . . . . .     13
     Statement of Assets and Liabilities. . . . . . . . . . . . . . . . .     20
     Statement of Operations. . . . . . . . . . . . . . . . . . . . . . .     22
     Statement of Changes in Net Assets . . . . . . . . . . . . . . . . .     23
     Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .     24
     Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . .     32
     Report of Independent Registered Public Accounting Firm. . . . . . .     44

OTHER INFORMATION

     Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     45
     Approval of Management Agreements for Heritage
      and New Opportunities II. . . . . . . . . . . . . . . . . . . . . .     48
     Additional Information . . . . . . . . . . . . . . . . . . . . . . .     53
     Index Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .     54

The opinions expressed in the Market Perspective and each of the Portfolio
Commentaries reflect those of the portfolio management team as of the date of
the report, and do not necessarily represent the opinions of American Century
Investments or any other person in the American Century Investments
organization. Any such opinions are subject to change at any time based upon
market or other conditions and American Century Investments disclaims any
responsibility to update such opinions. These opinions may not be relied upon
as investment advice and, because investment decisions made by American
Century Investments funds are based on numerous factors, may not be relied
upon as an indication of trading intent on behalf of any American Century
Investments fund. Security examples are used for representational purposes
only and are not intended as recommendations to purchase or sell securities.
Performance information for comparative indices and securities is provided to
American Century Investments by third party vendors. To the best of American
Century Investments' knowledge, such information is accurate at the time of
printing.




MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

The year ended October 31, 2008, was one of the most turbulent periods for the
U.S. equity market since the Great Depression. As the accompanying table
shows, stocks declined sharply across the board as a "perfect storm" of
negative influences undermined investor confidence and produced a dramatic
increase in market volatility.

The biggest impact came from the credit crisis that grew out of the housing
and mortgage meltdowns in 2007. Credit conditions deteriorated throughout the
one-year period, culminating in a liquidity crisis that led to the downfall of
a number of major financial companies. Examples included the government
conversatorship of mortgage lenders Fannie Mae and Freddie Mac, the bankruptcy
of brokerage firm Lehman Brothers, and the government bailout of insurer
American International Group. Despite efforts by the U.S. government and
Federal Reserve to provide systemic stability, the credit markets remained
deeply troubled.

Diminishing economic activity also weighed on the stock market. After
decelerating in 2007, the U.S. economy weakened further in 2008 as consumer
spending stalled, the housing downturn worsened, and the unemployment rate
reached its highest level since 1994. The U.S. economic slowdown spread to
other parts of the world, increasing the likelihood of a global recession.

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies combined with speculative excesses
boosted the prices of energy and many other commodities to record highs by
mid-2008. However, the global economic slowdown led to a sharp reversal in
commodity prices during the last few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP)        -36.80%
Russell 1000 Value Index              -36.80%
Russell 1000 Growth Index             -36.95%

RUSSELL MIDCAP INDEX                  -40.67%
Russell Midcap Value Index            -38.83%
Russell Midcap Growth Index           -42.65%

RUSSELL 2000 INDEX (SMALL-CAP)        -34.16%
Russell 2000 Value Index              -30.54%
Russell 2000 Growth Index             -37.87%


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2


PERFORMANCE
Heritage

Total Returns as of October 31, 2008
                                      Average Annual Returns
                                                         Since     Inception
                         1 year   5 years   10 years   Inception      Date

INVESTOR CLASS           -39.54%   6.56%      7.60%      10.61%     11/10/87

RUSSELL MIDCAP
GROWTH INDEX(1)          -42.65%   -0.18%     2.20%     9.06%(2)       --

RUSSELL MIDCAP
INDEX(1)                 -40.67%   1.76%      4.94%    10.67%(2)       --

Institutional Class      -39.41%   6.79%      7.83%      6.09%      6/16/97

A Class(3)
 No sales charge*        -39.69%   6.30%      7.32%      5.21%

 With sales charge*      -43.15%   5.06%      6.68%      4.66%      7/11/97

B Class
 No sales charge*        -40.16%     --        --       -34.03%

 With sales charge*      -44.16%     --        --       -37.85%     9/28/07

C Class                  -40.16%   5.49%       --        1.41%      6/26/01

R Class                  -39.86%     --        --       -33.71%     9/28/07

* Sales charges include initial sales charges and contingent deferred sales
charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial
sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B
Class shares redeemed within six years of purchase are subject to a CDSC that
declines from 5.00% during the first year after purchase to 0.00% the sixth
year after purchase. C Class shares redeemed within 12 months of purchase are
subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide
performance information net of maximum sales charges in all cases where
charges could be applied.

(1) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(2) Since 10/31/87, the date nearest the Investor Class's inception for which
data are available.

(3) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations. Investing in emerging markets
may accentuate these risks.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.


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3


Heritage

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 30.71% 62.61% -33.08% -10.07% 18.33% -0.09% 25.16% 16.26% 56.41% -39.54%

Russell
Midcap
Growth
Index 37.66% 38.67% -42.78% -17.61% 39.30% 8.77% 15.91% 14.51% 19.72% -42.65%

Russell
Midcap
Index 17.12% 23.73% -18.02% -8.02% 35.88% 15.09% 18.09% 17.41% 15.24% -40.67%

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations. Investing in emerging markets
may accentuate these risks.

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4

PORTFOLIO COMMENTARY
Heritage

Portfolio Managers: David Hollond and Greg Walsh

PERFORMANCE SUMMARY

Heritage returned -39.54%* for the 12 months ended October 31, 2008, which
compares favorably to the -42.65% return of the portfolio's benchmark, the
Russell Midcap Growth Index.

The portfolio's relative performance was helped in particular by holdings in
the materials, consumer discretionary, industrials, and health care sectors.
The main detractors from performance were holdings in the information
technology sector, as well as allocations and stock selection in the
telecommunications services and consumer staples sectors.

INFORMATION TECHNOLOGY, TELECOMMUNICATIONS SERVICES DETRACTED

Stock selection in the information technology sector weighed on absolute and
relative performance. The semiconductor industry, in particular, was home to
several detractors from returns. Heritage held an overweight stake in MEMC, a
global supplier of polysilicon, a raw material used in the production of solar
cells. MEMC's share price fell 75%, due to poor company execution in ramping
up polysilicon production capacity.

CONSUMER DISCRETIONARY, INDUSTRIALS CONTRIBUTED, BUT CERTAIN HOLDINGS LAGGED

Effective stock selection within the consumer discretionary sector helped
returns relative to the benchmark. Here, overweighted investment positions in
discount retailers such as Dollar Tree and Family Dollar Stores helped
performance. Companies in this category have benefited from the weak economy
which caused consumers to trade down in their buying habits. Underweighting or
altogether sidestepping most of the other companies in the sector further
aided relative returns.

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Monsanto Co. 2.6% 3.2%
CSL Ltd. 2.5% 3.6%
Express Scripts, Inc. 2.1% 2.4%
Activision Blizzard, Inc. 2.0% 1.4%
Apple, Inc. 1.9% 1.6%
UbiSoft Entertainment SA 1.8% 1.1%
Omnicare, Inc. 1.7% --
Grifols SA 1.6% --
Celgene Corp. 1.6% 0.8%
PetroHawk Energy Corp. 1.6% 2.3%

*All fund returns referenced in this commentary are for Investor Class shares.

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5

Heritage

Within the industrials sector, Heritage benefited mainly from overweight
positions in railroad companies, including Norfolk Southern and Union Pacific.
This industry experienced improving fundamentals as higher fuel prices created
an advantage for the more fuel-efficient railroads versus trucking companies,
and as coal shipments continued to increase.

Also within the industrials sector, Heritage's investment in machinery company
Flowserve Corp. benefited relative performance. This manufacturer of pumps,
seals, and valves has experienced improving fundamentals because of its sales
to customers in the oil and gas, chemical, and water industries. Flowserve was
a key contributor to relative portfolio performance, although its 27%
share-price decline hurt absolute returns.

MATERIALS GAINED

OUTLOOK

Heritage's investment process focuses on medium-sized companies with
accelerating revenue and earnings growth rates that are also exhibiting
share-price strength. We believe that active investing in such companies will
generate attractive absolute and relative investment performance over time.
Despite the volatility and difficult investment environment, we will remain
focused on implementing our time-tested process.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Oil, Gas & Consumable Fuels 7.2% 5.2%
Software 7.0% 6.0%
Biotechnology 5.7% 5.9%
Health Care Providers
& Services 5.5% 3.3%
Specialty Retail 5.1% 5.5%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08
Domestic Common Stocks 85.9% 81.1%
Foreign Common Stocks(1) 12.4% 18.1%

TOTAL COMMON STOCKS 98.3% 99.2%

Temporary
Cash Investments 1.6% 1.7%
Other Assets and Liabilities 0.1% (0.9)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

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6

PERFORMANCE
New Opportunities II

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years Inception Date

INVESTOR CLASS -40.34% 2.52% 3.63% 6/1/01

RUSSELL 2000
GROWTH INDEX(1) -37.87% -0.13% -1.19% --

Institutional Class -40.19% -- -23.09% 5/18/07

A Class
No sales charge* -40.45% 2.28% 7.89%

With sales charge* -43.86% 1.07% 6.80% 1/31/03

B Class
No sales charge* -40.97% 1.48% 7.06%

With sales charge* -44.97% 1.29% 6.94% 1/31/03

C Class -40.91% 1.51% 7.16%(2) 1/31/03

R Class -40.66% -- -35.45% 9/28/07

(2) Class returns would have been lower if distribution and service fees had
not been waived from 2/1/03 to 6/30/03.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. The fund's
investment process may involve high portfolio turnover, high commission costs
and high capital gains distributions. In addition, its investment approach may
involve higher volatility and risk.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

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7

New Opportunities II

Growth of $10,000 Over Life of Class

$10,000 investment made June 1, 2001

One-Year Returns Over Life of Class
Periods ended October 31
               2001*      2002       2003     2004      2005      2006      2007      2008
Investor
Class          -9.60%    -8.19%     38.55%    9.39%    10.14%    16.52%    35.22%    -40.34%

Russell
2000
Growth
Index         -19.01%    -21.57%    46.56%    5.53%    10.91%    17.07%    16.73%    -37.87%

* From 6/1/01, the Investor Class's inception date. Index data from 5/31/01,
the date nearest the Investor Class's inception for which data are available.
Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. The fund's
investment process may involve high portfolio turnover, high commission costs
and high capital gains distributions. In addition, its investment approach may
involve higher volatility and risk.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.


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8


PORTFOLIO COMMENTARY
New Opportunities II

Portfolio Managers: Stafford Southwick and Matthew Ferretti

PERFORMANCE SUMMARY

New Opportunities II returned -40.34%* for the 12 months ended October 31,
2008, reflecting the sharp decline in the U.S. stock market. The fund's
performance trailed the -37.87% return of its benchmark, the Russell 2000
Growth Index.

In addition to the extreme pessimism that gripped the market, navigating
through dramatic shifts in market sentiment and sector rotation was
particularly challenging over the past year. In addition, our investment
approach, which focuses on accelerating growth and price momentum, was out of
favor for most of the period, creating further performance headwinds. As a
result, the portfolio underperformed its growth-oriented benchmark index.

INDUSTRIALS UNDERPERFORMED

Stock selection in the industrials sector had the biggest negative impact on
performance compared with the Russell 2000 Growth Index. Our overweight
position in dry bulk carriers, which were among the best performers in the
portfolio in 2007, weighed on performance during the past 12 months. Dry bulk
carriers, which are ships that carry dry goods such as iron ore and coal, saw
their day rates collapse as slowing global economic activity led to declining
demand for dry goods. Britannia Bulk Holdings, TBS International, and DryShips
were among the worst contributors in the portfolio during the period.

We shifted our emphasis in the industrials sector during the last half of the
period. We significantly reduced our exposure to the dry bulk carriers and
other commodity-sensitive stocks, while adding positions in companies that are
poised to benefit from lower raw materials costs.

HEALTH CARE AND ENERGY ALSO DETRACTED

Our underweight position in health care, which was one of the
better-performing sectors in the index, weighed on relative results. Stock
selection in the health care sector also detracted, particularly among health
care equipment makers and contract research organizations (CROs). Kendle
International and PAREXEL International, both of which are CROs that perform
late-stage clinical research for biotechnology and pharmaceutical companies,
were hurt by concerns that capital constraints in the biotech industry will
result in fewer clinical trials.

Top Ten Holdings as of October 31, 2008
                                            % of net       % of net
                                          assets as of   assets as of
                                            10/31/08        4/30/08
Syniverse Holdings, Inc.                      2.4%           1.5%
ManTech International Corp., Class A          2.3%           1.6%
Sybase, Inc.                                  1.8%           1.5%
Microsemi Corp.                               1.8%           1.4%
AsiaInfo Holdings, Inc.                       1.6%           1.2%
Perrigo Co.                                   1.6%           1.5%
TreeHouse Foods, Inc.                         1.6%            --
CACI International, Inc., Class A             1.5%           1.0%
Capstead Mortgage Corp.                       1.5%           0.8%
Websense, Inc.                                1.4%           1.2%

*All fund returns referenced in this commentary are for Investor Class shares.


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9


New Opportunities II

Other noteworthy decliners during the period included two energy stocks, Alpha
Natural Resources and Walter Industries. Both companies produce metallurgical
coal, which was in high demand for use in steelmaking, particularly from
emerging economies such as China. However, the global economic slowdown and
accompanying decline in demand for commodities caused these stocks to fall
sharply.

CONSUMER AND TELECOM ADDED VALUE

The portfolio's consumer discretionary holdings outperformed their
counterparts in the benchmark index. The top contributor in this sector was
DeVry, which is a for-profit secondary educational institution. As the
economic environment worsened and unemployment rose, more and more people
returned to school to change careers or improve their ability to find
employment. DeVry was a direct beneficiary of this trend.

Another theme among our better-performing consumer stocks was a trading down
in consumer spending habits to discount retailers, fast-food restaurants, and
other lower-cost consumer outlets. The most notable beneficiary of this trend
in the portfolio was fast-food chain Burger King, which also enjoyed lower
input costs as commodity prices declined.

The top performer in the portfolio was telecommunications services company
Syniverse, which provides data clearinghouse services that enable wireless
carriers to offer and be compensated for roaming and text messaging services.
Syniverse employs a transaction-based business model, and the company
benefited from increased data traffic during the period.

A LOOK AHEAD

As we move into 2009, it is clear that we are facing a global recession. The
U.S. economy was the first to experience a downturn, so we expect it to be the
first to recover. As a result, we are emphasizing companies with domestic
end-markets.

From a sector standpoint, we are overweight in consumer staples, as well as
dividend-paying stocks such as utilities and selected financials. In the
materials sector, we are focusing on companies benefiting from lower input
costs, while our consumer discretionary holdings have shifted from specialty
retailers to discount stores and lower-priced providers.

Top Five Industries as of October 31, 2008
                                            % of net           % of net
                                          assets as of       assets as of
                                            10/31/08            4/30/08
Health Care Providers & Services              6.3%               2.1%
Commercial Banks                              5.5%               5.6%
IT Services                                   5.5%               4.3%
Health Care Equipment & Supplies              5.4%               2.9%
Specialty Retail                              5.3%               2.0%

Types of Investments in Portfolio
                                            % of net           % of net
                                          assets as of       assets as of
                                            10/31/08            4/30/08
Domestic Common Stocks                       94.5%               91.8%
Foreign Common Stocks(1)                      5.3%               7.1%

TOTAL COMMON STOCKS                          99.8%               98.9%

Temporary Cash Investments                   --(2)               0.8%
Other Assets and Liabilities                  0.2%               0.3%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Category is less than 0.05% of total net assets.


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10


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Coverdell Education Savings Accounts and IRAs
(including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


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11


                        Beginning                    Expenses Paid
                         Account        Ending      During Period*    Annualized
                          Value      Account Value     5/1/08 -         Expense
                          5/1/08       10/31/08        10/31/08         Ratio*
Heritage

ACTUAL

Investor Class            $1,000        $656.80          $4.16           1.00%

Institutional Class       $1,000        $657.70          $3.33           0.80%

A Class                   $1,000        $656.10          $5.20           1.25%

B Class                   $1,000        $653.80          $8.31           2.00%

C Class                   $1,000        $653.60          $8.31           2.00%

R Class                   $1,000        $655.30          $6.24           1.50%

HYPOTHETICAL

Investor Class            $1,000       $1,020.11         $5.08           1.00%

Institutional Class       $1,000       $1,021.11         $4.06           0.80%

A Class                   $1,000       $1,018.85         $6.34           1.25%

B Class                   $1,000       $1,015.08        $10.13           2.00%

C Class                   $1,000       $1,015.08        $10.13           2.00%

R Class                   $1,000       $1,017.60         $7.61           1.50%

New Opportunities II

ACTUAL

Investor Class            $1,000        $710.50          $5.85           1.36%

Institutional Class       $1,000        $711.20          $4.99           1.16%

A Class                   $1,000        $709.90          $6.92           1.61%

B Class                   $1,000        $706.30         $10.12           2.36%

C Class                   $1,000        $707.40         $10.13           2.36%

R Class                   $1,000        $708.40          $7.99           1.86%

HYPOTHETICAL

Investor Class            $1,000       $1,018.30         $6.90           1.36%

Institutional Class       $1,000       $1,019.30         $5.89           1.16%

A Class                   $1,000       $1,017.04         $8.16           1.61%

B Class                   $1,000       $1,013.27        $11.94           2.36%

C Class                   $1,000       $1,013.27        $11.94           2.36%

R Class                   $1,000       $1,015.79         $9.42           1.86%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.


- ------
12


SCHEDULE OF INVESTMENTS
Heritage

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 98.3%

AEROSPACE & DEFENSE -- 1.5%
          182,800  Alliant Techsystems, Inc.(1)                       $ 15,088,312
          130,600  Lockheed Martin Corp.                                11,107,530
                                                                    --------------
                                                                        26,195,842
                                                                    --------------
AIR FREIGHT & LOGISTICS -- 0.8%
          259,200  C.H. Robinson Worldwide, Inc.                        13,421,376
                                                                    --------------
AIRLINES -- 1.1%
          477,200  AMR Corp.(1)                                          4,872,212
          257,000  Continental Airlines, Inc., Class B(1)                4,862,440
          458,300  Delta Air Lines, Inc.(1)                              5,032,134
          821,300  JetBlue Airways Corp.(1)                              4,558,215
                                                                    --------------
                                                                        19,325,001
                                                                    --------------
BIOTECHNOLOGY -- 5.7%
          419,800  Celgene Corp.(1)                                     26,976,348
        1,790,591  CSL Ltd.                                             43,642,684
        1,400,400  Grifols SA                                           27,941,325
                                                                    --------------
                                                                        98,560,357
                                                                    --------------
CAPITAL MARKETS -- 2.6%
          508,500  Charles Schwab Corp. (The)                            9,722,520
          285,797  Lazard Ltd., Class A                                  8,622,495
          424,500  Merrill Lynch & Co., Inc.                             7,891,455
          136,700  Morgan Stanley                                        2,388,149
          718,450  Raymond James Financial, Inc.                        16,732,701
                                                                    --------------
                                                                        45,357,320
                                                                    --------------
CHEMICALS -- 2.8%
          501,130  Monsanto Co.                                         44,590,547
           50,400  Potash Corp. of Saskatchewan                          4,297,104
                                                                    --------------
                                                                        48,887,651
                                                                    --------------
COMMERCIAL BANKS -- 0.9%
          355,700  KeyCorp                                               4,350,211
          186,800  Marshall & Ilsley Corp.                               3,368,004
          238,600  Synovus Financial Corp.                               2,464,738
           93,100  TCF Financial Corp.                                   1,651,594
          102,000  Zions Bancorp.                                        3,887,220
                                                                    --------------
                                                                        15,721,767
                                                                    --------------
COMMERCIAL SERVICES & SUPPLIES -- 0.5%
          242,400  Copart, Inc.(1)                                       8,459,760
                                                                    --------------
COMMUNICATIONS EQUIPMENT -- 0.6%
          568,100  Juniper Networks, Inc.(1)                            10,646,194
                                                                    --------------
COMPUTERS & PERIPHERALS -- 1.9%
          298,927  Apple, Inc.(1)                                       32,161,556
                                                                    --------------

Shares                                                                       Value

CONSTRUCTION & ENGINEERING -- 1.4%
          198,500  KBR, Inc.                                           $ 2,945,740
        1,089,500  Quanta Services, Inc.(1)                             21,528,520
                                                                    --------------
                                                                        24,474,260
                                                                    --------------
CONTAINERS & PACKAGING -- 1.4%
        1,112,400  Crown Holdings, Inc.(1)                              22,448,232
           61,596  Rock-Tenn Co., Class A                                1,873,134
                                                                    --------------
                                                                        24,321,366
                                                                    --------------
DISTRIBUTORS -- 0.4%
          644,500  LKQ Corp.(1)                                          7,373,080
                                                                    --------------
DIVERSIFIED CONSUMER SERVICES -- 5.1%
          289,620  Apollo Group, Inc., Class A(1)                       20,131,487
          439,051  DeVry, Inc.                                          24,889,801
        1,069,389  H&R Block, Inc.                                      21,088,351
          230,000  New Oriental Education & Technology Group
                   ADR(1)                                               14,708,500
           36,500  Strayer Education, Inc.                               8,258,855
                                                                    --------------
                                                                        89,076,994
                                                                    --------------
DIVERSIFIED FINANCIAL SERVICES -- 0.3%
           15,000  CME Group, Inc.                                       4,232,250
                                                                    --------------
ELECTRICAL EQUIPMENT -- 1.0%
          180,581  Energy Conversion Devices, Inc.(1)                    6,165,035
           47,388  First Solar, Inc.(1)                                  6,809,656
          115,700  Vestas Wind Systems AS(1)                             4,762,389
                                                                    --------------
                                                                        17,737,080
                                                                    --------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 1.2%
          241,376  Dolby Laboratories, Inc., Class A(1)                  7,620,240
          400,400  FLIR Systems, Inc.(1)                                12,852,840
                                                                    --------------
                                                                        20,473,080
                                                                    --------------
ENERGY EQUIPMENT & SERVICES -- 2.1%
          232,700  Dresser-Rand Group, Inc.(1)                           5,212,480
          332,700  Pride International, Inc.(1)                          6,251,433
        1,062,200  Seadrill Ltd.                                        10,183,928
          138,800  Smith International, Inc.                             4,785,824
          540,700  Weatherford International Ltd.(1)                     9,127,016
                                                                    --------------
                                                                        35,560,681
                                                                    --------------
FOOD & STAPLES RETAILING -- 0.8%
          387,500  BJ's Wholesale Club, Inc.(1)                         13,640,000
                                                                    --------------
FOOD PRODUCTS -- 1.6%
          278,000  H.J. Heinz Co.                                       12,181,960
          155,800  Kellogg Co.                                           7,855,436
          752,500  Sara Lee Corp.                                        8,412,950
                                                                    --------------
                                                                        28,450,346
                                                                    --------------



- ------
13


Heritage

Shares                                                                       Value

HEALTH CARE EQUIPMENT & SUPPLIES -- 4.5%
          236,700  Baxter International, Inc.                         $ 14,317,983
          367,000  Covidien Ltd.                                        16,254,430
          191,300  Edwards Lifesciences Corp.(1)                        10,108,292
          113,300  Mettler Toledo International, Inc.(1)                 8,671,982
          371,900  Thoratec Corp.(1)                                     9,156,178
          446,300  Varian Medical Systems, Inc.(1)                      20,311,113
                                                                    --------------
                                                                        78,819,978
                                                                    --------------
HEALTH CARE PROVIDERS & SERVICES -- 5.5%
          615,100  Express Scripts, Inc.(1)                             37,281,211
          594,700  Medco Health Solutions, Inc.(1)                      22,568,865
        1,051,000  Omnicare, Inc.                                       28,976,070
          211,600  UnitedHealth Group, Inc.                              5,021,268
           41,600  WellPoint, Inc.(1)                                    1,616,992
                                                                    --------------
                                                                        95,464,406
                                                                    --------------
HOTELS, RESTAURANTS & LEISURE -- 1.7%
          252,910  Bally Technologies, Inc.(1)                           5,601,957
           81,300  Chipotle Mexican Grill, Inc., Class A(1)              4,125,975
           86,700  Chipotle Mexican Grill, Inc., Class B(1)              3,708,159
          208,600  Panera Bread Co., Class A(1)                          9,412,032
            1,868  Royal Caribbean Cruises Ltd.                             25,330
          258,400  WMS Industries, Inc.(1)                               6,460,000
                                                                    --------------
                                                                        29,333,453
                                                                    --------------
HOUSEHOLD DURABLES -- 0.3%
          182,500  KB Home                                               3,045,925
          246,300  Pulte Homes, Inc.                                     2,743,782
                                                                    --------------
                                                                         5,789,707
                                                                    --------------
INSURANCE -- 2.2%
           74,900  ACE Ltd.                                              4,296,264
          312,500  AON Corp.                                            13,218,750
          146,400  Axis Capital Holdings Ltd.                            4,169,472
           20,500  Everest Re Group Ltd.                                 1,531,350
          315,800  Marsh & McLennan Cos., Inc.                           9,259,256
          605,900  XL Capital Ltd., Class A                              5,877,230
                                                                    --------------
                                                                        38,352,322
                                                                    --------------
INTERNET & CATALOG RETAIL -- 0.6%
          183,241  priceline.com, Inc.(1)                                9,643,974
                                                                    --------------
INTERNET SOFTWARE & SERVICES -- 2.3%
        1,152,414  Ariba, Inc.(1)                                       12,330,830
          256,700  Digital River, Inc.(1)                                6,361,026
          162,800  Equinix, Inc.(1)                                     10,161,976
          496,000  Netease.com, Inc. ADR(1)                             11,160,000
                                                                    --------------
                                                                        40,013,832
                                                                    --------------

Shares                                                                       Value

IT SERVICES -- 2.0%
          371,000  Global Payments, Inc.                              $ 15,029,210
          128,200  MasterCard, Inc., Class A                            18,950,524
                                                                    --------------
                                                                        33,979,734
                                                                    --------------
LIFE SCIENCES TOOLS & SERVICES -- 1.5%
          196,665  Covance, Inc.(1)                                      9,833,250
          412,500  Thermo Fisher Scientific, Inc.(1)                    16,747,500
                                                                    --------------
                                                                        26,580,750
                                                                    --------------
MACHINERY -- 1.6%
          300,387  Flowserve Corp.                                      17,098,028
          254,500  Parker-Hannifin Corp.                                 9,866,965
                                                                    --------------
                                                                        26,964,993
                                                                    --------------
MEDIA -- 0.7%
          577,700  DIRECTV Group, Inc. (The)(1)                         12,645,853
                                                                    --------------
MULTI-INDUSTRY -- 0.9%
        1,022,600  Financial Select Sector SPDR Fund                    15,880,978
                                                                    --------------
MULTILINE RETAIL -- 2.9%
          498,600  Big Lots, Inc.(1)                                    12,180,798
          637,200  Dollar Tree, Inc.(1)                                 24,226,344
          493,800  Family Dollar Stores, Inc.                           13,288,158
                                                                    --------------
                                                                        49,695,300
                                                                    --------------
OIL, GAS & CONSUMABLE FUELS -- 7.2%
          109,200  Alpha Natural Resources, Inc.(1)                      3,906,084
          412,711  Arena Resources, Inc.(1)                             12,579,431
          229,200  CONSOL Energy, Inc.                                   7,194,588
          222,900  Continental Resources, Inc.(1)                        7,219,731
          284,800  Equitable Resources, Inc.                             9,885,408
          306,400  Peabody Energy Corp.                                 10,573,864
        1,421,076  PetroHawk Energy Corp.(1)                            26,929,390
          286,600  Plains Exploration & Production Co.(1)                8,082,120
          315,200  Range Resources Corp.                                13,307,744
          467,100  Southwestern Energy Co.(1)                           16,638,102
          175,766  Whiting Petroleum Corp.(1)                            9,138,075
                                                                    --------------
                                                                       125,454,537
                                                                    --------------
PERSONAL PRODUCTS -- 0.8%
          262,000  Avon Products, Inc.                                   6,505,460
          187,600  Estee Lauder Cos., Inc. (The), Class A                6,761,104
                                                                    --------------
                                                                        13,266,564
                                                                    --------------



- ------
14


Heritage
Shares                                                                       Value

PROFESSIONAL SERVICES -- 1.3%
          191,800  FTI Consulting, Inc.(1)                            $ 11,172,350
          202,684  Huron Consulting Group, Inc.(1)                      11,019,929
                                                                    --------------
                                                                        22,192,279
                                                                    --------------
ROAD & RAIL -- 4.3%
          253,100  Canadian National Railway Co.                        10,949,106
          439,500  CSX Corp.                                            20,093,940
          411,100  Norfolk Southern Corp.                               24,641,334
          274,400  Union Pacific Corp.                                  18,321,688
                                                                    --------------
                                                                        74,006,068
                                                                    --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.1%
          487,300  Altera Corp.                                          8,454,655
          300,300  Analog Devices, Inc.                                  6,414,408
          600,831  Broadcom Corp., Class A(1)                           10,262,194
          418,200  Linear Technology Corp.                               9,484,776
          712,300  Marvell Technology Group Ltd.(1)                      4,957,608
          168,400  National Semiconductor Corp.                          2,217,828
          849,800  NVIDIA Corp.(1)                                       7,444,248
        1,395,200  ON Semiconductor Corp.(1)                             7,129,472
          471,600  Semiconductor HOLDRs Trust                            9,785,700
          222,401  Silicon Laboratories, Inc.(1)                         5,773,530
                                                                    --------------
                                                                        71,924,419
                                                                    --------------
SOFTWARE -- 7.0%
        2,771,348  Activision Blizzard, Inc.(1)                         34,530,996
          643,822  McAfee, Inc.(1)                                      20,956,406
           83,600  Nintendo Co. Ltd.                                    26,367,200
          325,000  Sybase, Inc.(1)                                       8,654,750
          585,652  UbiSoft Entertainment SA(1)                          30,950,868
                                                                    --------------
                                                                       121,460,220
                                                                    --------------
SPECIALTY RETAIL -- 5.1%
          655,200  American Eagle Outfitters, Inc.                       7,285,824
          517,000  Children's Place Retail Stores, Inc. (The)(1)        17,283,310
          607,300  Guess?, Inc.                                         13,220,921
          469,100  Limited Brands, Inc.                                  5,619,818
          405,600  PetSmart, Inc.                                        7,986,264
          545,600  Ross Stores, Inc.                                    17,835,664
          917,800  Urban Outfitters, Inc.(1)                            19,952,972
                                                                    --------------
                                                                        89,184,773
                                                                    --------------

Shares                                                                       Value

TEXTILES, APPAREL & LUXURY GOODS -- 3.8%
          431,600  Carter's, Inc.(1)                                    $9,167,184
          198,500  NIKE, Inc., Class B                                  11,439,555
          364,100  Polo Ralph Lauren Corp.                              17,174,597
          265,667  True Religion Apparel, Inc.(1)                        4,449,922
          286,300  Under Armour, Inc., Class A(1)                        7,443,800
          565,600  Warnaco Group, Inc. (The)(1)                         16,860,536
                                                                    --------------
                                                                        66,535,594
                                                                    --------------
THRIFTS & MORTGAGE FINANCE -- 0.9%
          827,700  Hudson City Bancorp., Inc.                           15,569,037
                                                                    --------------
TOBACCO -- 1.3%
          342,600  Lorillard, Inc.                                      22,563,636
                                                                    --------------
TRADING COMPANIES & DISTRIBUTORS -- 0.4%
          163,600  Fastenal Co.                                          6,586,536
                                                                    --------------
WIRELESS TELECOMMUNICATION SERVICES -- 1.7%
          129,800  American Tower Corp., Class A(1)                      4,193,838
          998,400  MetroPCS Communications, Inc.(1)                     13,718,016
          250,944  NII Holdings, Inc.(1)                                 6,464,317
          219,700  SBA Communications Corp., Class A(1)                  4,611,503
                                                                    --------------
                                                                        28,987,674
                                                                    --------------
TOTAL COMMON STOCKS
(Cost $1,879,810,060)                                                1,704,972,578
                                                                    --------------

Temporary Cash Investments -- 1.6%

           54,375  JPMorgan U.S. Treasury Plus Money Market Fund
                   Agency Shares                                            54,375

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $28,805,535), in a joint trading account at
0.05%, dated 10/31/08, due 11/3/08 (Delivery value $28,300,118)         28,300,000
                                                                    --------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $28,354,375)                                                      28,354,375
                                                                    --------------
TOTAL INVESTMENT SECURITIES -- 99.9%
(Cost $1,908,164,435)                                                1,733,326,953
                                                                    --------------
OTHER ASSETS AND LIABILITIES -- 0.1%                                     2,331,454

TOTAL NET ASSETS -- 100.0%                                          $1,735,658,407
                                                                    ==============


- ------
15


Heritage


Geographic Diversification
(as a % of net assets)

United States                            85.9%
Australia                                 2.5%
Bermuda                                   2.0%
France                                    1.8%
Spain                                     1.6%
Japan                                     1.5%
China                                     1.5%
Canada                                    0.9%
Denmark                                   0.3%
Switzerland                               0.3%
Cash and Equivalents*                     1.7%

*Includes temporary cash investments and other assets and liabilities.

Forward Foreign Currency Exchange Contracts

                                  Settlement                     Unrealized
       Contracts to Buy              Date          Value        Gain (Loss)

       1,095,750   EUR for USD     11/28/08       $1,395,361             $ 953
                                                ============    ==============

(Value on Settlement Date $1,394,408)

                                  Settlement                  Unrealized Gain
       Contracts to Sell             Date          Value           (Loss)

      51,826,866   AUD for USD     11/28/08      $34,358,621          $357,099
      14,920,790   CAD for USD     11/28/08       12,376,030          (84,852)
      20,025,694   DKK for USD     11/28/08        3,421,601            34,554
      37,084,923   EUR for USD     11/28/08       47,225,054           646,059
   1,329,870,788   JPY for USD     11/28/08       13,511,413           123,831
      49,286,080   NOK for USD     11/28/08        7,303,531           119,793
                                                ------------    --------------
                                                $118,196,250        $1,196,484
                                                ============    ==============

(Value on Settlement Date $119,392,734)

Notes to Schedule of Investments

ADR = American Depositary Receipt

AUD = Australian Dollar

CAD = Canadian Dollar

DKK = Danish Krone

EUR = Euro

HOLDRs = Holding Company Depositary Receipts

JPY = Japanese Yen

NOK = Norwegian Krona

SPDR = Standard & Poor's Depositary Receipts

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $143,848,394,
which represented 8.3% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
16


New Opportunities II

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 99.8%

AEROSPACE & DEFENSE -- 1.6%
      90,098  Curtiss-Wright Corp.                                      $3,324,616
     193,467  Orbital Sciences Corp.(1)                                  3,964,139
                                                                      ------------
                                                                         7,288,755
                                                                      ------------
AIRLINES -- 3.2%
     120,706  AMR Corp.(1)                                               1,232,408
     425,704  Hawaiian Holdings, Inc.(1)                                 2,979,928
     364,521  UAL Corp.                                                  5,307,426
     514,231  US Airways Group, Inc.(1)                                  5,214,302
                                                                      ------------
                                                                        14,734,064
                                                                      ------------
BIOTECHNOLOGY -- 4.1%
      95,075  Alexion Pharmaceuticals, Inc.(1)                           3,874,306
     139,732  Cubist Pharmaceuticals, Inc.(1)                            3,547,796
      71,117  Emergent Biosolutions, Inc.(1)                             1,280,817
      43,447  Martek Biosciences Corp.                                   1,296,024
      46,665  Myriad Genetics, Inc.(1)                                   2,944,095
      59,748  Onyx Pharmaceuticals, Inc.(1)                              1,612,001
      62,106  OSI Pharmaceuticals, Inc.(1)                               2,356,923
      23,471  United Therapeutics Corp.(1)                               2,047,375
                                                                      ------------
                                                                        18,959,337
                                                                      ------------
CAPITAL MARKETS -- 1.2%
     287,188  SWS Group, Inc.                                            5,330,209
                                                                      ------------
CHEMICALS -- 1.7%
      40,988  Airgas, Inc.                                               1,572,300
      62,247  Koppers Holdings, Inc.                                     1,480,856
     220,424  Landec Corp.(1)                                            2,060,964
     106,540  Scotts Miracle-Gro Co. (The), Class A                      2,782,825
                                                                      ------------
                                                                         7,896,945
                                                                      ------------
COMMERCIAL BANKS -- 5.5%
     139,889  Bank of the Ozarks, Inc.                                   4,252,626
      60,646  Hancock Holding Co.                                        2,678,127
     151,196  NBT Bancorp, Inc.                                          4,215,344
      94,943  Old Second Bancorp, Inc.                                   1,281,731
     289,751  Oriental Financial Group, Inc.                             4,705,556
      43,306  Simmons First National Corp., Class A                      1,343,352
     154,250  Southside Bancshares, Inc.                                 3,715,883
     121,533  WesBanco, Inc.                                             3,303,267
                                                                      ------------
                                                                        25,495,886
                                                                      ------------

Shares                                                                       Value

COMMERCIAL SERVICES & SUPPLIES -- 2.6%
      85,724  Cornell Cos., Inc.(1)                                     $1,951,936
      95,952  Geo Group, Inc. (The)(1)                                   1,694,512
     269,534  Knoll, Inc.                                                3,897,462
     126,177  Waste Connections, Inc.(1)                                 4,271,091
                                                                      ------------
                                                                        11,815,001
                                                                      ------------
COMMUNICATIONS EQUIPMENT -- 2.5%
     776,176  3Com Corp.(1)                                              2,118,961
     101,812  Polycom, Inc.(1)                                           2,139,070
     195,372  Riverbed Technology, Inc.(1)                               2,448,011
     252,931  Seachange International, Inc.(1)                           1,932,393
     239,141  Tekelec(1)                                                 3,034,699
                                                                      ------------
                                                                        11,673,134
                                                                      ------------
CONSTRUCTION & ENGINEERING -- 0.2%
      31,116  Northwest Pipe Co.(1)                                        893,963
                                                                      ------------
CONSUMER FINANCE -- 1.2%
     356,230  EZCORP, Inc., Class A(1)                                   5,642,683
                                                                      ------------
CONTAINERS & PACKAGING -- 0.5%
      89,147  Bemis Co., Inc.                                            2,214,411
                                                                      ------------
DIVERSIFIED CONSUMER SERVICES -- 3.0%
     107,769  DeVry, Inc.                                                6,109,425
      95,926  Matthews International Corp., Class A                      4,281,177
      15,410  Strayer Education, Inc.                                    3,486,821
                                                                      ------------
                                                                        13,877,423
                                                                      ------------
ELECTRIC UTILITIES -- 0.6%
      73,090  Central Vermont Public Service Corp.                       1,455,222
      30,780  ITC Holdings Corp.                                         1,249,052
                                                                         2,704,274
ELECTRICAL EQUIPMENT -- 2.9%
     471,123  Advanced Battery Technologies, Inc.(1)                     1,342,701
      53,331  American Superconductor Corp.(1)                             667,171
      91,139  AZZ, inc.(1)                                               2,659,436
      98,858  Energy Conversion Devices, Inc.(1)                         3,375,012
     124,841  GrafTech International Ltd.(1)                             1,012,461
      58,294  Jinpan International Ltd.                                  1,094,178
     110,238  Powell Industries, Inc.(1)                                 2,040,505
      28,267  Sunpower Corp., Class A(1)                                 1,104,109
                                                                      ------------
                                                                        13,295,573
                                                                      ------------


- ------
17


New Opportunities II

Shares                                                                       Value

ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.3%
     145,424  Maxwell Technologies, Inc.(1)                             $1,318,996
                                                                      ------------
ENERGY EQUIPMENT & SERVICES -- 1.8%
      47,471  Dril-Quip, Inc.(1)                                         1,172,534
      33,375  Lufkin Industries, Inc.                                    1,746,180
     892,211  Parker Drilling Co.(1)                                     4,568,120
      36,790  T-3 Energy Services, Inc.(1)                                 887,007
                                                                      ------------
                                                                         8,373,841
                                                                      ------------
FOOD & STAPLES RETAILING -- 2.2%
     194,218  Casey's General Stores, Inc.                               5,865,383
     150,039  Spartan Stores, Inc.                                       4,049,553
                                                                      ------------
                                                                         9,914,936
                                                                      ------------
FOOD PRODUCTS -- 2.9%
      90,297  JM Smucker Co. (The)                                       4,023,635
      31,618  Ralcorp Holdings, Inc.(1)                                  2,139,906
     239,497  TreeHouse Foods, Inc.(1)                                   7,247,179
                                                                      ------------
                                                                        13,410,720
                                                                      ------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 5.4%
      90,079  Edwards Lifesciences Corp.(1)                              4,759,774
      19,291  Haemonetics Corp.(1)                                       1,139,327
      71,696  ICU Medical, Inc.(1)                                       2,296,423
     127,997  Immucor, Inc.(1)                                           3,398,320
      58,167  Masimo Corp.(1)                                            1,860,762
     123,727  Merit Medical Systems, Inc.(1)                             2,264,204
      97,854  Natus Medical, Inc.(1)                                     1,497,166
      42,131  NuVasive, Inc.(1)                                          1,983,949
      63,866  STERIS Corp.                                               2,173,999
      97,512  Syneron Medical Ltd.(1)                                      917,588
      45,682  West Pharmaceutical Services, Inc.                         1,823,625
      20,635  Zoll Medical Corp.(1)                                        496,891
                                                                      ------------
                                                                        24,612,028
                                                                      ------------
HEALTH CARE PROVIDERS & SERVICES -- 6.3%
      62,782  Almost Family, Inc.(1)                                     3,023,581
      42,126  Amedisys, Inc.(1)                                          2,376,328
      48,741  AMN Healthcare Services, Inc.(1)                             438,181
     154,319  Amsurg Corp.(1)                                            3,848,716
      33,038  Animal Health International, Inc.(1)                         213,095
     144,617  CardioNet, Inc.(1)                                         3,700,749
      93,733  Catalyst Health Solutions, Inc.(1)                         1,581,276
     172,317  Emergency Medical Services Corp., Class A(1)               5,662,337
     132,671  IPC The Hospitalist Co., Inc.(1)                           2,701,181
     120,681  Owens & Minor, Inc.                                        5,221,867
                                                                      ------------
                                                                        28,767,311
                                                                      ------------

Shares                                                                       Value

HOTELS, RESTAURANTS & LEISURE -- 2.2%
     324,596  Burger King Holdings, Inc.                                $6,452,968
     437,773  CKE Restaurants, Inc.                                      3,716,693
                                                                      ------------
                                                                        10,169,661
                                                                      ------------
HOUSEHOLD DURABLES -- 0.2%
      29,009  Tupperware Brands Corp.                                      733,928
                                                                      ------------
INSURANCE -- 0.1%
     100,400  Amil Participacoes SA                                        463,420
                                                                      ------------
INTERNET & CATALOG RETAIL -- 0.2%
      21,086  priceline.com, Inc.(1)                                     1,109,756
                                                                      ------------
INTERNET SOFTWARE & SERVICES -- 3.8%
     685,209  AsiaInfo Holdings, Inc.(1)                                 7,530,447
     182,513  Vocus, Inc.(1)                                             3,071,694
     339,850  Websense, Inc.(1)                                          6,633,872
                                                                      ------------
                                                                        17,236,013
                                                                      ------------
IT SERVICES -- 5.5%
     167,991  CACI International, Inc., Class A(1)                       6,917,869
     544,996  Cybersource Corp.(1)                                       6,621,702
     195,997  ManTech International Corp., Class A(1)                   10,572,078
     156,236  Ness Technologies, Inc.(1)                                 1,154,584
                                                                      ------------
                                                                        25,266,233
                                                                      ------------
LIFE SCIENCES TOOLS & SERVICES -- 1.2%
      28,822  Bio-Rad Laboratories, Inc., Class A(1)                     2,460,822
      50,594  Kendle International, Inc.(1)                                914,234
     116,653  PerkinElmer, Inc.                                          2,092,755
                                                                      ------------
                                                                         5,467,811
                                                                      ------------
MACHINERY -- 1.7%
      96,684  Colfax Corp.(1)                                              823,748
      12,998  K-Tron International, Inc.(1)                              1,221,682
     144,186  Wabtec Corp.                                               5,732,835
                                                                      ------------
                                                                         7,778,265
                                                                      ------------
MARINE -- 0.1%
      76,173  Safe Bulkers, Inc.                                           419,713
                                                                      ------------
MEDIA -- 1.5%
     223,611  VisionChina Media, Inc. ADR(1)                             1,788,888
     340,977  World Wrestling Entertainment, Inc., Class A               4,855,513
                                                                      ------------
                                                                         6,644,401
                                                                      ------------
METALS & MINING -- 0.4%
      36,293  Compass Minerals International, Inc.                       1,993,575
                                                                      ------------


- ------
18


New Opportunities II

Shares                                                                       Value

OIL, GAS & CONSUMABLE FUELS -- 4.2%
     210,107  Approach Resources, Inc.(1)                               $2,290,166
     110,856  Berry Petroleum Co., Class A                               2,582,945
      65,558  Comstock Resources, Inc.(1)                                3,239,876
     107,715  Concho Resources, Inc.(1)                                  2,288,944
     134,485  EXCO Resources, Inc.(1)                                    1,235,917
     125,562  Forest Oil Corp.(1)                                        3,667,666
      83,968  Penn Virginia Corp.                                        3,121,091
     191,016  TXCO Resources, Inc.(1)                                    1,000,924
                                                                      ------------
                                                                        19,427,529
                                                                      ------------
PERSONAL PRODUCTS -- 0.7%
     235,699  American Oriental Bioengineering, Inc.(1)                  1,440,121
     160,102  Inter Parfums, Inc.                                        1,866,789
                                                                      ------------
                                                                         3,306,910
                                                                      ------------
PHARMACEUTICALS -- 3.6%
     382,379  Biovail Corp.                                              3,288,459
     259,211  Obagi Medical Products, Inc.(1)                            2,156,636
     220,718  Perrigo Co.                                                7,504,412
     437,452  Questcor Pharmaceutical, Inc.(1)                           3,385,878
                                                                      ------------
                                                                        16,335,385
                                                                      ------------
PROFESSIONAL SERVICES -- 1.4%
     111,482  FTI Consulting, Inc.(1)                                    6,493,827
                                                                      ------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 3.6%
     670,553  Capstead Mortgage Corp.                                    6,739,057
     234,216  Hatteras Financial Corp.                                   5,105,909
     669,752  U-Store-It Trust                                           4,594,499
                                                                      ------------
                                                                        16,439,465
                                                                      ------------
ROAD & RAIL -- 0.6%
      97,188  J.B. Hunt Transport Services, Inc.                         2,763,055
                                                                      ------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.1%
     266,949  EMCORE Corp.(1)                                              950,339
     108,269  MEMC Electronic Materials, Inc.(1)                         1,989,984
     377,676  Microsemi Corp.(1)                                         8,210,676
   1,716,599  RF Micro Devices, Inc.(1)                                  3,416,032
     186,086  Supertex, Inc.(1)                                          4,488,394
                                                                      ------------
                                                                        19,055,425
                                                                      ------------
SOFTWARE -- 4.5%
     393,213  NetScout Systems, Inc.(1)                                  3,782,709
     123,587  Quality Systems, Inc.                                      4,756,864
      37,037  salesforce.com, inc.(1)                                    1,146,666
     311,876  Sybase, Inc.(1)                                            8,305,258
     323,260  Wind River Systems, Inc.(1)                                2,825,292
                                                                      ------------
                                                                        20,816,789
                                                                      ------------

Shares                                                                       Value

SPECIALTY RETAIL -- 5.3%
     178,716  Aeropostale, Inc.(1)                                      $4,326,714
      74,600  Buckle, Inc. (The)                                         1,964,951
     439,978  Hot Topic, Inc.(1)                                         2,851,058
     219,111  Monro Muffler, Inc.                                        4,717,460
     327,802  RadioShack Corp.                                           4,149,973
      89,618  Tractor Supply Co.(1)                                      3,724,524
     878,961  Wet Seal, Inc. (The), Class A(1)                           2,584,145
                                                                      ------------
                                                                        24,318,825
                                                                      ------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.9%
      35,397  Deckers Outdoor Corp.(1)                                   3,003,789
      44,291  Warnaco Group, Inc. (The)(1)                               1,320,315
                                                                      ------------
                                                                         4,324,104
                                                                      ------------
THRIFTS & MORTGAGE FINANCE -- 0.9%
     265,434  First Niagara Financial Group, Inc.                        4,185,894
                                                                      ------------
TRADING COMPANIES & DISTRIBUTORS -- 0.7%
     181,796  DXP Enterprises, Inc.(1)                                   2,537,872
      64,743  Houston Wire & Cable Co.                                     745,840
                                                                      ------------
                                                                         3,283,712
                                                                      ------------
WATER UTILITIES -- 0.3%
     211,265  Cascal NV                                                  1,398,574
                                                                      ------------
WIRELESS TELECOMMUNICATION SERVICES -- 2.4%
     583,143  Syniverse Holdings, Inc.(1)                               10,963,088
                                                                      ------------
TOTAL COMMON STOCKS
(Cost $496,409,835)                                                    458,614,848
                                                                      ------------

Temporary Cash Investments(2)

      79,312  JPMorgan U.S. Treasury Plus Money Market Fund Agency
              Shares
(Cost $79,312)                                                              79,312
                                                                      ------------
TOTAL INVESTMENT SECURITIES -- 99.8%
(Cost $496,489,147)                                                    458,694,160
                                                                      ------------
OTHER ASSETS AND LIABILITIES -- 0.2%                                       841,908
                                                                      ------------
TOTAL NET ASSETS -- 100.0%                                            $459,536,068
                                                                      ============

Notes to Schedule of Investments

ADR = American Depositary Receipt

(1) Non-income producing.

(2) Category is less than 0.05% of total net assets.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
19


STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
                                              Heritage       New Opportunities II
ASSETS

Investment securities,
at value (cost of
$1,908,164,435 and
$496,489,147, respectively)             $1,733,326,953               $458,694,160

Foreign currency holdings,
at value (cost of $--
and $49,007, respectively)                          --                     49,007

Receivable for
investments sold                            53,475,041                 19,506,700

Receivable for forward
foreign currency
exchange contracts                           1,282,289                         --

Receivable for capital
shares sold                                  2,742,941                    869,913

Dividends and
interest receivable                            929,774                    131,681
                                     -----------------            ---------------
                                         1,791,756,998                479,251,461
                                     -----------------            ---------------

LIABILITIES

Disbursements in excess
of demand deposit cash                         384,427                    824,081

Payable for
investments purchased                       48,443,470                 17,969,394

Payable for forward
foreign currency
exchange contracts                              84,852                         --

Payable for capital
shares redeemed                              5,576,228                    358,209

Accrued management fees                      1,507,070                    522,674

Distribution fees payable                       21,673                     10,113

Service fees (and
distribution
fees -- A Class and
R Class) payable                                80,871                     30,922
                                     -----------------            ---------------
                                            56,098,591                 19,715,393
                                     -----------------            ---------------

NET ASSETS                              $1,735,658,407               $459,536,068
                                     =================            ===============

See Notes to Financial Statements.


- ------
20


OCTOBER 31, 2008
                                                Heritage     New Opportunities II
NET ASSETS CONSIST OF:

Capital (par value and
paid-in surplus)                          $2,120,668,023             $814,599,002

Undistributed net
investment income                             12,271,498                       --

Accumulated net realized
loss on investment and
foreign currency transactions              (223,694,439)            (317,251,925)

Net unrealized depreciation on
investments and translation
of assets and liabilities
in foreign currencies                      (173,586,675)             (37,811,009)

                                       -----------------     --------------------
                                          $1,735,658,407             $459,536,068
                                       =================     ====================

INVESTOR CLASS, $0.01 PAR VALUE

Net assets                                $1,261,783,845             $222,016,608

Shares outstanding                            95,937,122               39,849,450

Net asset value per share                         $13.15                    $5.57

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets                                   $86,834,529              $91,791,057

Shares outstanding                             6,475,452               16,423,391

Net asset value per share                         $13.41                    $5.59

A CLASS, $0.01 PAR VALUE

Net assets                                  $351,962,041             $129,791,213

Shares outstanding                            27,408,772               23,478,489

Net asset value per share                         $12.84                    $5.53

Maximum offering price
(net asset value divided
by 0.9425)                                        $13.62                    $5.87

B CLASS, $0.01 PAR VALUE

Net assets                                    $1,770,178               $2,846,052

Shares outstanding                               136,037                  525,602

Net asset value per share                         $13.01                    $5.41

C CLASS, $0.01 PAR VALUE

Net assets                                   $32,811,839              $12,982,930

Shares outstanding                             2,704,307                2,387,343

Net asset value per share                         $12.13                    $5.44

R CLASS, $0.01 PAR VALUE

Net assets                                      $495,975                 $108,208

Shares outstanding                                37,911                   19,530

Net asset value per share                         $13.08                    $5.54

See Notes to Financial Statements.


- ------
21


STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
                                                   Heritage   New Opportunities II
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes
withheld of $261,641 and $10,262,
respectively)                                  $ 12,994,359            $ 4,526,194

Interest                                          1,307,384                302,239
                                           ----------------         --------------
                                                 14,301,743              4,828,433
                                           ----------------         --------------

EXPENSES:

Management fees                                  26,737,488              7,322,789

Distribution fees:

 B Class                                              7,952                 28,920

 C Class                                            248,778                123,902

Service fees:

 B Class                                              2,650                  9,640

 C Class                                             82,926                 41,300

Distribution and service fees:

 A Class                                            992,236                443,754

 R Class                                              1,240                    199

Directors' fees and expenses                         83,196                 20,291

Other expenses                                       38,679                  1,750
                                           ----------------         --------------
                                                 28,195,145              7,992,545
                                           ----------------         --------------

NET INVESTMENT INCOME (LOSS)                   (13,893,402)            (3,164,112)
                                           ----------------         --------------

REALIZED AND UNREALIZED
GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions                       (213,028,563)          (137,443,352)

Foreign currency transactions                    25,999,012                 43,947
                                           ----------------         --------------
                                              (187,029,551)          (137,399,405)
                                           ----------------         --------------

CHANGE IN NET UNREALIZED
APPRECIATION (DEPRECIATION) ON:

Investments                                 (1,058,841,002)          (137,902,487)

Translation of assets
and liabilities in
foreign currencies                                1,775,898               (13,718)
                                           ----------------         --------------
                                            (1,057,065,104)          (137,916,205)
                                           ----------------         --------------

NET REALIZED AND UNREALIZED
GAIN (LOSS)                                 (1,244,094,655)          (275,315,610)
                                           ----------------         --------------

NET INCREASE (DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS                            $(1,257,988,057)         $(278,479,722)
                                           ================         ==============

See Notes to Financial Statements.


- ------
22


STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007

                                Heritage                     New Opportunities II
Increase
(Decrease) in
Net Assets                     2008              2007              2008            2007

OPERATIONS

Net investment
income (loss)         $(13,893,402)      $(9,933,053)      $(3,164,112)    $(2,884,400)

Net realized
gain (loss)           (187,029,551)       146,268,289     (137,399,405)      27,531,246

Change in net
unrealized
appreciation
(depreciation)      (1,057,065,104)       661,025,727     (137,916,205)      75,883,152
                    ---------------    --------------     -------------   -------------
Net increase
(decrease) in
net assets
resulting from
operations          (1,257,988,057)       797,360,963     (278,479,722)     100,529,998
                    ---------------    --------------     -------------   -------------

DISTRIBUTIONS TO SHAREHOLDERS

From net
realized gains:

 Investor
 Class                (116,021,756)      (69,993,372)       (2,300,951)     (4,743,191)

 Institutional
 Class                  (7,340,538)       (3,848,774)         (540,870)              --

 A Class               (16,474,408)       (4,359,065)       (1,726,801)     (6,550,114)

 B Class                   (12,405)                --          (39,168)       (271,092)

 C Class                (1,359,296)         (167,371)         (150,324)       (370,839)

 R Class                    (1,228)                --             (229)              --
                    ---------------    --------------     -------------   -------------
Decrease in net
assets from
distributions         (141,209,631)      (78,368,582)       (4,758,343)    (11,935,236)
                    ---------------    --------------     -------------   -------------

CAPITAL SHARE TRANSACTIONS

Net increase
(decrease) in
net assets from
capital share
transactions            187,043,641     1,074,154,725       197,705,326     323,948,017
                    ---------------    --------------     -------------   -------------

NET INCREASE
(DECREASE) IN
NET ASSETS          (1,212,154,047)     1,793,147,106      (85,532,739)     412,542,779

NET ASSETS
Beginning of
period                2,947,812,454     1,154,665,348       545,068,807     132,526,028
                    ---------------    --------------     -------------   -------------
End of period        $1,735,658,407    $2,947,812,454      $459,536,068    $545,068,807
                    ===============   ===============     =============    ============

Undistributed
net investment
income                  $12,271,498          $174,677                --              --
                    ===============   ===============     =============    ============

See Notes to Financial Statements.


- ------
23


NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Heritage Fund (Heritage) and New
Opportunities II Fund (New Opportunities II) (collectively, the funds) are two
funds in a series issued by the corporation. The funds are diversified under
the 1940 Act. The funds' investment objective is to seek long-term capital
growth. Heritage pursues its objective by investing in companies that are
medium-sized and smaller at the time of purchase that management believes will
increase in value over time. New Opportunities II pursues its objective by
investing in companies that are smaller-sized at the time of purchase that
management believes will increase in value over time. The following is a
summary of the funds' significant accounting policies.

MULTIPLE CLASS -- The funds are authorized to issue the Investor Class, the
Institutional Class, the A Class, the B Class, the C Class and the R Class.
The A Class may incur an initial sales charge. The A Class, B Class and C
Class may be subject to a contingent deferred sales charge. The share classes
differ principally in their respective sales charges and distribution and
shareholder servicing expenses and arrangements. All shares of each fund
represent an equal pro rata interest in the net assets of the class to which
such shares belong, and have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except for class specific expenses
and exclusive rights to vote on matters affecting only individual classes.
Income, non-class specific expenses, and realized and unrealized capital gains
and losses of the funds are allocated to each class of shares based on their
relative net assets. Sale of Heritage's B Class and R Class commenced on
September 28, 2007. Sale of New Opportunities II's Institutional Class and R
Class commenced on May 18, 2007 and September 28, 2007, respectively.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Securities traded on foreign
securities exchanges and over-the-counter markets are normally completed
before the close of business on days that the New York Stock Exchange (the
Exchange) is open and may also take place on days when the Exchange is not
open. If an event occurs 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, that security would be valued as
determined in accordance with procedures adopted by the Board of Directors. If
the funds determine that the market price of a portfolio security is not
readily available, or that the valuation methods mentioned above do not
reflect the security's fair value, such security is valued as determined by
the Board of Directors or its designee, in accordance with procedures adopted
by the Board of Directors, if such determination would materially impact a
fund's net asset value. Certain other circumstances may cause the funds to use
alternative procedures to value a security such as: a security has been
declared in default; trading in a security has been halted during the trading
day; or there is a foreign market holiday and no trading will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes. Certain countries impose taxes on realized gains
on the sale of securities registered in their country. The funds record the
foreign tax expense, if any, on an accrual basis. The realized and unrealized
tax provision reduces the net realized gain (loss) on investment transactions
and net unrealized appreciation (depreciation) on investments, respectively.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The funds estimate the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.


- ------
24


FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of an unfavorable
change in the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement No. 109" during the current
fiscal year. The funds are no longer subject to examination by tax authorities
for years prior to 2005. At this time, management believes there are no
uncertain tax positions which, based on their technical merit, would not be
sustained upon examination and for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly change in the
next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income and net
realized gains, if any, are generally declared and paid annually.

REDEMPTION -- New Opportunities II may impose a 2.00% redemption fee on shares
held less than 180 days. The fee may not be applicable to all classes. The
redemption fee is recorded as a reduction in the cost of shares redeemed. The
redemption fee is retained by the fund and helps cover transaction costs that
long-term investors may bear when a fund sells securities to meet investor
redemptions.


- ------
25


INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the funds, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of each fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for each class of Heritage is 1.00% for the Investor Class, A Class,
B Class, C Class and R Class and 0.80% for the Institutional Class. The annual
management fee schedule for New Opportunities II ranges from 1.10% to 1.50%
for the Investor Class, A Class, B Class, C Class and R Class. The
Institutional Class of New Opportunities II is 0.20% less at each point within
the range.

The effective annual management fee for each class of each fund for the year
ended October 31, 2008 was as follows:

                                Investor, A, B, C & R      Institutional
Heritage                                1.00%                  0.80%
New Opportunities II                    1.36%                  1.16%


DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the A
Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plans provide that the A Class will pay American
Century Investment Services, Inc. (ACIS) an annual distribution and service
fee of 0.25%. The plans provide that the B Class and the C Class will each pay
ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans
provide that the R Class will pay ACIS an annual distribution and service fee
of 0.50%. The fees are computed and accrued daily based on each class's daily
net assets and paid monthly in arrears. The fees are used to pay financial
intermediaries for distribution and individual shareholder services. Fees
incurred under the plans during the year ended October 31, 2008, are detailed
in the Statement of Operations.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an
equity investor in ACC. Prior to December 12, 2007, the fund had a bank line
of credit agreement with JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of
the funds and a wholly owned subsidiary of JPM.


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26


3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the year ended
October 31, 2008, were as follows:

                                         Heritage         New Opportunities II

Purchases                          $4,650,141,126               $1,023,666,842

Proceeds from sales                $4,593,076,359                 $811,122,287

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the funds were as follows:

                                        Year ended                      Year ended
                                  October 31, 2008             October 31, 2007(1)
                            Shares          Amount         Shares           Amount
Heritage

INVESTOR
CLASS/SHARES
AUTHORIZED             400,000,000                    400,000,000
                      ============                   ============

Sold                    31,233,074    $618,004,142     55,747,908   $1,085,083,773

Issued in
reinvestment of
distributions            5,127,807     109,324,836      4,258,562       67,285,282

Redeemed              (48,965,070)   (876,451,757)   (18,034,415)    (331,684,372)
                      ------------   -------------   ------------   --------------
                      (12,604,189)   (149,122,779)     41,972,055      820,684,683
                      ------------   -------------   ------------   --------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED              40,000,000                     40,000,000
                      ============                   ============
Sold                     4,661,236      93,305,544      4,242,050       81,839,322

Issued in
reinvestment of
distributions              335,375       7,277,632        209,986        3,366,082

Redeemed               (5,236,470)    (85,632,543)    (1,347,922)     (25,109,011)
                      ------------   -------------   ------------   --------------
                         (239,859)      14,950,633      3,104,114       60,096,393
                      ------------   -------------   ------------   --------------
A CLASS/SHARES
AUTHORIZED             100,000,000                    100,000,000
                      ============                   ============
Sold                    22,743,450     430,416,225     11,013,744      210,428,398

Issued in
reinvestment of
distributions              779,682      16,263,842        280,594        4,352,011

Redeemed               (9,151,482)   (160,662,157)    (2,042,060)     (37,629,295)
                      ------------   -------------   ------------   --------------
                        14,371,650     286,017,910      9,252,278      177,151,114
                      ------------   -------------   ------------   --------------
B CLASS/SHARES
AUTHORIZED              35,000,000                     35,000,000
                      ============                   ============
Sold                       143,185       2,761,872          3,651           80,038

Issued in
reinvestment of
distributions                  537          11,416             --               --

Redeemed                  (11,336)       (184,696)             --               --
                      ------------   -------------   ------------   --------------
                           132,386       2,588,592          3,651           80,038
                      ------------   -------------   ------------   --------------
C CLASS/SHARES
AUTHORIZED              35,000,000                     35,000,000
                      ============                   ============
Sold                     2,301,879      42,068,427        920,436       17,272,099

Issued in
reinvestment of
distributions               60,851       1,207,291         10,254          152,781

Redeemed                 (674,227)    (11,344,437)       (72,875)      (1,307,383)
                      ------------   -------------   ------------   --------------
                         1,688,503      31,931,281        857,815       16,117,497
                      ------------   -------------   ------------   --------------
R CLASS/SHARES
AUTHORIZED              30,000,000                     30,000,000
                      ============                   ============
Sold                        47,915         887,242          1,162           25,000

Issued in
reinvestment of
distributions                   58           1,228             --               --

Redeemed                  (11,224)       (210,466)             --               --
                            36,749         678,004          1,162           25,000
                      ------------   -------------   ------------   --------------
Net increase
(decrease)               3,385,240    $187,043,641     55,191,075   $1,074,154,725
                      ============   =============   ============   ==============

(1) September 28, 2007 (commencement of sale) through October 31, 2007 for the
B Class and R Class.


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27


                                        Year ended                      Year ended
                                  October 31, 2008             October 31, 2007(1)
                            Shares          Amount        Shares            Amount

New Opportunities II

INVESTOR
CLASS/SHARES
AUTHORIZED             165,000,000                   165,000,000
                    ==============                   ===========

Sold                    14,516,866    $107,524,672    16,509,991      $136,035,975

Issued in
connection with
acquisition
(Note 8)                        --              --    11,629,055        90,241,770

Issued in
reinvestment of
distributions              192,298       1,651,841       485,199         3,454,628

Redeemed            (7,044,679)(2)    (51,234,905)   (3,170,120)   (26,089,511)(3)
                    --------------   -------------   -----------     -------------
                         7,664,485      57,941,608    25,454,125       203,642,862
                    --------------   -------------   -----------     -------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED              50,000,000                    50,000,000
                    ==============                   ===========
Sold                    17,709,479     141,204,228     1,988,404        17,346,574

Issued in
reinvestment of
distributions                7,845          67,466            --                --

Redeemed            (3,243,291)(4)    (23,252,011)      (39,046)      (344,012)(5)
                    --------------   -------------   -----------     -------------
                        14,474,033     118,019,683     1,949,358        17,002,562
                    --------------   -------------   -----------     -------------
A CLASS/
SHARES AUTHORIZED      100,000,000                   100,000,000
                    ==============                   ===========
Sold                     7,874,721      61,062,282     3,296,265        29,060,351

Issued in
connection with
acquisition
(Note 8)                        --              --    13,909,669       107,660,863

Issued in
reinvestment of
distributions              193,819       1,655,219       908,837         6,452,744

Redeemed            (6,200,038)(6)    (46,433,452)   (6,173,894)   (49,631,241)(7)
                    --------------   -------------   -----------     -------------
                         1,868,502      16,284,049    11,940,877        93,542,717
                    --------------   -------------   -----------     -------------
B CLASS/
SHARES AUTHORIZED       20,000,000                    20,000,000
                    ==============                   ===========
Sold                       120,388         909,810        76,866           633,968

Issued in
reinvestment of
distributions                4,508          37,960        36,631           258,250

Redeemed               (91,032)(8)       (657,189)      (73,135)         (565,516)
                    --------------   -------------   -----------     -------------
                            33,864         290,581        40,362           326,702
                    --------------   -------------   -----------     -------------
C CLASS/
SHARES AUTHORIZED       20,000,000                    20,000,000
                    ==============                   ===========
Sold                     1,109,692       8,592,777       629,498         5,317,298

Issued in
connection with
acquisition
(Note 8)                        --              --       903,113         6,962,989

Issued in
reinvestment of
distributions               13,136         111,133        35,779           253,319

Redeemed              (501,516)(9)     (3,655,747)     (390,349)       (3,125,432)
                    --------------   -------------   -----------     -------------
                           621,312       5,048,163     1,178,041         9,408,174
                    --------------   -------------   -----------     -------------
R CLASS/
SHARES AUTHORIZED       20,000,000                    20,000,000
                    ==============                   ===========
Sold                        20,089         138,869         2,772            25,000

Issued in
reinvestment of
distributions                   27             229            --                --

Redeemed                   (3,358)        (17,856)            --                --
                    --------------   -------------   -----------     -------------
                            16,758         121,242         2,772            25,000
                    --------------   -------------   -----------     -------------
Net increase            24,678,954    $197,705,326    40,565,535      $323,948,017
                    ==============   =============   ===========     =============

(1) May 18, 2007 and September 28, 2007 (commencement of sale) through October
31, 2007 for Institutional Class and R Class, respectively.

(2) Net of redemption fees of $174,782.

(3) Net of redemption fees of $26,104.

(4) Net of redemption fees of $14,858.

(5) Net of redemption fees of $5,237.

(6) Net of redemption fees of $17,033.

(7) Net of redemption fees of $7,198.

(8) Net of redemption fees of $249.

(9) Net of redemption fees of $923.


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28


5. BANK LINE OF CREDIT

Effective December 12, 2007, the funds, along with certain other funds managed
by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement
with Bank of America, N.A. Prior to December 12, 2007, the funds, along with
certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured
bank line of credit agreement with JPMCB. The funds may borrow money for
temporary or emergency purposes to fund shareholder redemptions. Borrowings
under the agreement, which is subject to annual renewal, bear interest at the
Federal Funds rate plus 0.40%. The line expired December 10, 2008, and was not
renewed. The funds did not borrow from either line during the year ended
October 31, 2008. .

6. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic developments, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws or restrictions.
Investing in emerging markets may accentuate these risks.

New Opportunities II concentrates its investments in common stocks of small
companies. Because of this, New Opportunities II may be subject to greater
risk and market fluctuations than a fund investing in larger, more established
companies.

New Opportunities II's investment process may result in high portfolio
turnover, high commission costs and high capital gains distributions. In
addition, its investment approach may involve higher volatility and risk.

7. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

                                                Heritage     New Opportunities II
                                      2008          2007        2008         2007
DISTRIBUTIONS PAID FROM

Ordinary income                 $8,441,706            --          --   $2,458,338

Long-term capital gains       $132,767,925   $78,368,582  $4,758,343   $9,476,898

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.


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29


As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

                                            Heritage      New Opportunities II
Federal tax cost
of investments                        $1,947,387,870              $509,694,833
                                    ================          ================
Gross tax appreciation
of investments                          $ 94,724,163               $20,932,747

Gross tax depreciation
of investments                         (308,785,080)              (71,933,420)
                                    ----------------          ----------------
Net tax appreciation
(depreciation) of
investments                           $(214,060,917)             $(51,000,673)
                                    ================          ================
Net tax appreciation
(depreciation) on derivatives
and translation of assets
and liabilities in
foreign currencies                         $  87,922                $ (16,021)

Net tax appreciation
(depreciation)                        $(213,972,995)             $(51,016,694)
                                    ================          ================
Undistributed ordinary
income                                   $13,434,383                        --

Accumulated capital
losses                                $(184,471,004)            $(304,046,240)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and return of capital dividends received and the
realization for tax purposes of unrealized gains or certain forward foreign
currency exchange contracts.

The accumulated capital losses listed above represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. The capital loss carryovers expire as follows:

                            2011            2012            2013             2014         2015         2016

Heritage                     --              --              --               --           --     $(184,471,004)

New
Opportunities II       $(13,145,846)   $(19,655,453)   $(42,248,002)    $(103,823,579)     --     $(125,173,360)

8. REORGANIZATION NOTE

On August 30, 2006, the Board of Directors of Kopp Emerging Growth (Emerging
Growth), one fund in a series issued by Kopp Funds, Inc., approved a plan of
reorganization (the reorganization) pursuant to which New Opportunities II
acquired all of the assets of Emerging Growth in exchange for shares of equal
value of New Opportunities II and the assumption by New Opportunities II of
all liabilities of Emerging Growth. The financial statements and performance
history of New Opportunities II will be carried over in the
post-reorganization. The reorganization was approved by shareholders of
Emerging Growth on January 12, 2007. The reorganization was effective at the
close of business on February 23, 2007.

The acquisition was accomplished by a tax-free exchange of shares. On February
23, 2007, Emerging Growth exchanged its shares for shares of New Opportunities
II as follows:

                                Shares                                  Shares
Original Fund/Class          Exchanged  New Fund/Class                Received

Emerging Growth --                      New Opportunities II --
Investor Class               8,812,902  Investor Class              11,629,055

Emerging Growth --                      New Opportunities II --
A Class                     10,913,968  A Class                     13,909,669

Emerging Growth --                      New Opportunities --
C Class                        743,919  C Class                        903,113

The net assets of Emerging Growth and New Opportunities II immediately before
the acquisition were $204,865,622 and $157,082,448, respectively. Emerging
Growth's unrealized appreciation of $9,092,774 was combined with that of New
Opportunities II. Immediately after the acquisition, the combined net assets
were $361,948,070. New Opportunities II acquired capital loss carryovers of
$(198,135,391) from Emerging Growth.


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30


9. RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (FAS 157), in September 2006, which is effective for
fiscal years beginning after November 15, 2007. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands the required
financial statement disclosures about fair value measurements. The adoption of
FAS 157 will not materially impact the deetermination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.

10. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

Heritage designates up to the maximum amount allowable as qualified dividend
income for the fiscal year ended October 31, 2008.

For corporate taxpayers, Heritage hereby designates ordinary income
distributions of $1,828,292, or up to the maximum amount allowable, as
qualified for the corporate dividends received deduction for the fiscal year
ended October 31, 2008.

Heritage and New Opportunities II hereby designate $132,767,925 and $4,758,343
of long-term capital gains distributions, respectively, or up to the maximum
amount allowable, for the fiscal year ended October 31, 2008.

Heritage hereby designates $8,427,916 of qualified short-term capital gains
distributions for the purposes of Internal Revenue Code Section 871 for the
fiscal year ended October 31, 2008.


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31


FINANCIAL HIGHLIGHTS
Heritage

Investor Class

For a Share Outstanding Throughout the Years Ended October 31
                                       2008      2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                  $22.83    $15.58    $13.48   $10.76    $10.78
                                   --------   -------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                    (0.09)    (0.10)    (0.03)   (0.06)    (0.05)

 Net Realized
 and Unrealized
 Gain (Loss)                         (8.53)      8.42      2.22     2.78      0.03
                                   --------   -------   -------  -------   -------
 Total From
 Investment Operations               (8.62)      8.32      2.19     2.72    (0.02)
                                   --------   -------   -------  -------   -------
Distributions

 From Net Realized Gains             (1.06)    (1.07)    (0.09)       --        --
                                   --------   -------   -------  -------   -------
Net Asset Value,
End of Period                        $13.15    $22.83    $15.58   $13.48    $10.76
                                   ========   =======   =======  =======   =======

TOTAL RETURN(2)                    (39.54)%    56.41%    16.26%   25.16%   (0.09)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                    1.00%     1.00%     1.00%    1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average
Net Assets                          (0.47)%   (0.56)%   (0.22)%  (0.46)%   (0.44)%

Portfolio Turnover Rate                172%      128%      230%     236%      264%

Net Assets, End of Period (in
millions)                            $1,262    $2,478    $1,037     $801    $1,148

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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32


Heritage

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31
                                      2008       2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                 $23.21     $15.80    $13.63   $10.87    $10.86
                                  --------   --------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                   (0.05)     (0.07)     --(2)   (0.03)    (0.03)

 Net Realized
 and Unrealized
 Gain (Loss)                        (8.69)       8.55      2.26     2.79      0.04
                                  --------   --------   -------  -------   -------
 Total From
 Investment Operations              (8.74)       8.48      2.26     2.76      0.01
                                  --------   --------   -------  -------   -------
Distributions

 From Net Realized Gains            (1.06)     (1.07)    (0.09)       --        --
                                  --------   --------   -------  -------   -------
Net Asset Value,
End of Period                       $13.41     $23.21    $15.80   $13.63    $10.87
                                  ========   ========   =======  =======   =======

TOTAL RETURN(3)                   (39.41)%     56.66%    16.59%   25.39%     0.09%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                   0.80%      0.80%     0.80%    0.80%     0.80%

Ratio of Net Investment Income
(Loss) to Average Net Assets       (0.27)%    (0.36)%   (0.02)%  (0.26)%   (0.24)%

Portfolio Turnover Rate               172%       128%      230%     236%      264%

Net Assets, End of Period (in
thousands)                         $86,835   $155,885   $57,039  $43,192   $58,259

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

(2) Per-share amount was less than $0.005.

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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33


Heritage

A Class(1)

For a Share Outstanding Throughout the Years Ended October 31
                                      2008       2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                 $22.37     $15.32    $13.29   $10.64    $10.68
                                  --------    -------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(2)                   (0.13)     (0.15)    (0.08)   (0.09)    (0.07)

 Net Realized
 and Unrealized
 Gain (Loss)                        (8.34)       8.27      2.20     2.74      0.03
                                  --------    -------   -------  -------   -------
 Total From
 Investment
 Operations                         (8.47)       8.12      2.12     2.65    (0.04)
                                  --------    -------   -------  -------   -------
Distributions

 From Net
 Realized Gains                     (1.06)     (1.07)    (0.09)       --        --
                                  --------    -------   -------  -------   -------
Net Asset Value,
End of Period                       $12.84     $22.37    $15.32   $13.29    $10.64
                                  ========    =======   =======  =======   =======

TOTAL RETURN(3)                   (39.69)%     56.05%    15.96%   24.91%   (0.37)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                   1.25%      1.25%     1.25%    1.25%     1.25%

Ratio of Net Investment Income
(Loss) to Average Net Assets       (0.72)%    (0.81)%   (0.47)%  (0.71)%   (0.69)%

Portfolio Turnover Rate               172%       128%      230%     236%      264%

Net Assets, End of Period (in
thousands)                        $351,962   $291,674   $57,995  $19,953   $15,623

(1) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


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34


Heritage

B Class

For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                       2008          2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $22.82           $21.52
                                                   --------       ----------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.26)           (0.03)

 Net Realized and Unrealized Gain (Loss)             (8.49)             1.33
                                                   --------       ----------
 Total From Investment Operations                    (8.75)             1.30
                                                   --------       ----------
Distributions

 From Net Realized Gains                             (1.06)               --
                                                   --------       ----------
Net Asset Value, End of Period                       $13.01           $22.82
                                                   ========       ==========

TOTAL RETURN(3)                                    (40.16)%            6.04%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                                    2.00%         2.00%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets                        (1.47)%       (1.81)%(4)

Portfolio Turnover Rate                                172%          128%(5)

Net Assets, End of Period
(in thousands)                                       $1,770              $83

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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35


Heritage

C Class

For a Share Outstanding Throughout the Years Ended October 31
                              2008      2007      2006        2005        2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period         $21.35    $14.77    $12.91      $10.41      $10.54
                          --------   -------   -------     -------     -------
Income From
Investment
 Operations

 Net Investment
 Income (Loss)(1)           (0.26)    (0.29)    (0.18)      (0.17)      (0.15)

 Net Realized
 and Unrealized
 Gain (Loss)                (7.90)      7.94      2.13        2.67        0.02
                          --------   -------   -------     -------     -------
 Total From
 Investment
 Operations                 (8.16)      7.65      1.95        2.50      (0.13)
                          --------   -------   -------     -------     -------
Distributions

 From Net
 Realized Gains             (1.06)    (1.07)    (0.09)          --          --
                          --------   -------   -------     -------     -------
Net Asset Value,
End of Period               $12.13    $21.35    $14.77      $12.91      $10.41
                          ========   =======   =======     =======     =======

TOTAL RETURN(2)           (40.16)%    54.88%    15.11%      24.02%     (1.23)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                   2.00%     2.00%     2.00%       2.00%       2.00%

Ratio of
Net Investment
Income (Loss) to
Average Net Assets         (1.47)%   (1.56)%   (1.22)%     (1.46)%     (1.44)%

Portfolio
Turnover Rate                 172%      128%      230%        236%        264%

Net Assets,
End of Period
(in thousands)             $32,812   $21,692    $2,334        $898        $889

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


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36


Heritage

R Class

For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                       2008         2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $22.83          $21.52
                                                   --------      ----------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.17)          (0.02)

 Net Realized and Unrealized Gain (Loss)             (8.52)            1.33
                                                   --------      ----------
 Total From Investment Operations                    (8.69)            1.31
                                                   --------      ----------
Distributions

 From Net Realized Gains                             (1.06)              --
                                                   --------      ----------
Net Asset Value, End of Period                       $13.08          $22.83
                                                   ========      ==========

TOTAL RETURN(3)                                    (39.86)%           6.09%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                                    1.50%        1.50%(4)

Ratio of Net Investment Income (Loss)
to Average Net Assets                               (0.97)%      (1.22)%(4)

Portfolio Turnover Rate                                172%         128%(5)

Net Assets, End of Period (in thousands)               $496             $27

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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37


New Opportunities II

Investor Class

For a Share Outstanding Throughout the Years Ended October 31
                                      2008       2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value, Beginning of
Period                               $9.42      $7.63     $6.75    $6.29     $5.75
                                  --------   --------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                   (0.04)     (0.05)    (0.06)   (0.06)    (0.07)

 Net Realized
 and Unrealized
 Gain (Loss)                        (3.73)       2.52      1.16     0.69      0.61
                                  --------   --------   -------  -------   -------
 Total From
 Investment Operations              (3.77)       2.47      1.10     0.63      0.54
                                  --------   --------   -------  -------   -------
Distributions

 From Net Realized Gains            (0.08)     (0.68)    (0.22)   (0.17)        --
                                  --------   --------   -------  -------   -------
Net Asset Value,
End of Period                        $5.57      $9.42     $7.63    $6.75     $6.29
                                  ========   ========   =======  =======   =======

TOTAL RETURN(2)                   (40.34)%     35.22%    16.52%   10.14%     9.39%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                           1.36%      1.41%     1.50%    1.50%     1.50%

Ratio of Net Investment Income
(Loss) to
Average Net Assets                 (0.49)%    (0.70)%   (0.80)%  (0.93)%   (1.09)%

Portfolio Turnover Rate               148%       204%      299%     269%      255%

Net Assets,
End of Period (in thousands)      $222,017   $303,189   $51,336  $43,157   $38,917

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.


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38


New Opportunities II

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                       2008         2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                  $9.43           $8.27
                                                   --------        --------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.02)          (0.03)

 Net Realized and Unrealized Gain (Loss)             (3.74)            1.19
                                                   --------        --------
 Total From Investment Operations                    (3.76)            1.16
                                                   --------        --------
Distributions

 From Net Realized Gains                             (0.08)              --
                                                   --------        --------
Net Asset Value, End of Period                        $5.59           $9.43
                                                   ========        ========

TOTAL RETURN(3)                                    (40.19)%          14.03%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                                    1.16%        1.21%(4)

Ratio of Net Investment Income (Loss)
to Average Net Assets                               (0.29)%      (0.65)%(4)

Portfolio Turnover Rate                                148%         204%(5)

Net Assets, End of Period (in thousands)            $91,791         $18,384

(1) May 18, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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39


New Opportunities II

A Class

For a Share Outstanding Throughout the Years Ended October 31
                                      2008       2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                  $9.37      $7.59     $6.72    $6.26     $5.74
                                  --------   --------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                   (0.06)     (0.07)    (0.08)   (0.08)    (0.08)

 Net Realized
 and Unrealized
 Gain (Loss)                        (3.70)       2.51      1.16     0.70      0.60
                                  --------   --------   -------  -------   -------
 Total From
 Investment Operations              (3.76)       2.44      1.08     0.62      0.52
                                  --------   --------   -------  -------   -------
Distributions

 From Net
 Realized Gains                     (0.08)     (0.66)    (0.21)   (0.16)        --
                                  --------   --------   -------  -------   -------
Net Asset Value,
End of Period                        $5.53      $9.37     $7.59    $6.72     $6.26
                                  ========   ========   =======  =======   =======

TOTAL RETURN(2)                   (40.45)%     34.91%    16.22%    9.91%     9.06%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                           1.61%      1.66%     1.75%    1.75%     1.75%

Ratio of Net Investment Income
(Loss) to
Average Net Assets                 (0.74)%    (0.95)%   (1.05)%  (1.18)%   (1.34)%

Portfolio Turnover Rate               148%       204%      299%     269%      255%

Net Assets,
End of Period
(in thousands)                    $129,791   $202,515   $73,383  $47,937   $20,337

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


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40


New Opportunities II

B Class

For a Share Outstanding Throughout the Years Ended October 31
                                       2008      2007      2006     2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period                   $9.25     $7.49     $6.63    $6.18     $5.71
                                   --------   -------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                    (0.11)    (0.13)    (0.14)   (0.13)    (0.13)

 Net Realized
 and Unrealized
 Gain (Loss)                         (3.65)      2.49      1.15     0.69      0.60
                                   --------   -------   -------  -------   -------
 Total From
 Investment
 Operations                          (3.76)      2.36      1.01     0.56      0.47
                                   --------   -------   -------  -------   -------
Distributions

 From Net
 Realized Gains                      (0.08)    (0.60)    (0.15)   (0.11)        --
                                   --------   -------   -------  -------   -------
Net Asset Value,
End of Period                         $5.41     $9.25     $7.49    $6.63     $6.18
                                   ========   =======   =======  =======   =======

TOTAL RETURN(2)                    (40.97)%    33.84%    15.46%    9.03%     8.23%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                            2.36%     2.41%     2.50%    2.50%     2.50%

Ratio of Net Investment Income
(Loss) to
Average Net Assets                  (1.49)%   (1.70)%   (1.80)%  (1.93)%   (2.09)%

Portfolio Turnover Rate                148%      204%      299%     269%      255%

Net Assets,
End of Period
(in thousands)                       $2,846    $4,549    $3,383   $2,367    $1,163

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


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41


New Opportunities II

C Class

For a Share Outstanding Throughout the Years Ended October 31
                                       2008      2007      2006     2005      2004

PER-SHARE DATA

Net Asset Value,
Beginning of Period                   $9.29     $7.52     $6.66    $6.20     $5.73
                                   --------   -------   -------  -------   -------
Income From
Investment Operations

 Net Investment
 Income (Loss)(1)                    (0.11)    (0.13)    (0.14)   (0.13)    (0.13)

 Net Realized
 and Unrealized
 Gain (Loss)                         (3.66)      2.50      1.15     0.70      0.60
                                   --------   -------   -------  -------   -------
 Total From
 Investment Operations               (3.77)      2.37      1.01     0.57      0.47
                                   --------   -------   -------  -------   -------
Distributions

 From Net Realized Gains             (0.08)    (0.60)    (0.15)   (0.11)        --
                                   --------   -------   -------  -------   -------
Net Asset Value,
End of Period                         $5.44     $9.29     $7.52    $6.66     $6.20
                                   ========   =======   =======  =======   =======

TOTAL RETURN(2)                    (40.91)%    34.02%    15.24%    9.16%     8.20%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                    2.36%     2.41%     2.50%    2.50%     2.50%

Ratio of Net Investment Income
(Loss) to Average Net Assets        (1.49)%   (1.70)%   (1.80)%  (1.93)%   (2.09)%

Portfolio Turnover Rate                148%      204%      299%     269%      255%

Net Assets, End of Period (in
thousands)                          $12,983   $16,406    $4,424   $3,414    $1,294

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.


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42


New Opportunities II

R Class

For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                       2008         2007(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                  $9.42           $9.02
                                                   --------      ----------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.06)          (0.01)

 Net Realized and Unrealized Gain (Loss)             (3.74)            0.41
                                                   --------      ----------
 Total From Investment Operations                    (3.80)            0.40
                                                   --------      ----------
Distributions

 From Net Realized Gains                             (0.08)              --
                                                   --------      ----------
Net Asset Value, End of Period                        $5.54           $9.42
                                                   ========      ==========

TOTAL RETURN(3)                                    (40.66)%           4.43%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                                    1.86%        1.91%(4)

Ratio of Net Investment Income (Loss)
to Average Net Assets                               (0.99)%      (1.61)%(4)

Portfolio Turnover Rate                                148%         204%(5)

Net Assets, End of Period (in thousands)               $108             $26

(1) September 28, 2007 (commencement of sale) through October 31, 2007.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 2007.

See Notes to Financial Statements.


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43


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of Heritage Fund and New Opportunities
II Fund, two of the funds constituting American Century Mutual Funds, Inc.
(the "Corporation"), as of October 31, 2008, and the related statements of
operations for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. The Corporation is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Corporation's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
October 31, 2008, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the respective financial
positions of Heritage Fund and New Opportunities II Fund, two of the funds
constituting American Century Mutual Funds, Inc., as of October 31, 2008, the
results of their operations for the year then ended, the changes in their net
assets for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended, in conformity
with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008


- ------
44


MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue
of their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or
indirect, subsidiaries, including the funds' investment advisor, American
Century Investment Management, Inc. (ACIM or the advisor); the funds'
principal underwriter, American Century Investment Services, Inc. (ACIS); and
the funds' transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers
of, and have no financial interest in, ACC or any of its wholly owned, direct
or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century Investments family of funds.

All persons named as officers of the funds also serve in similar capacities
for the other 14 investment companies in the American Century Investments
family of funds advised by ACIM or American Century Global Investment
Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise
noted. Only officers with policy-making functions are listed. No officer is
compensated for his or her service as an officer of the funds. The listed
officers are interested persons of the funds and are appointed or re-appointed
on an annual basis.

INTERESTED DIRECTORS

JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1924
POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since
2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1963
POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley
(March 2000 to November 2005)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 111
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None


- ------
45


INDEPENDENT DIRECTORS

THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1940
POSITION(S) HELD WITH FUNDS: Director (since 1980)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated
Investments, LLC (real estate investment company); Managing Member, Brown
Cascade Properties, LLC (real estate investment company); Retired, Area Vice
President, Applied Industrial Technologies (bearings and power transmission
company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1942
POSITION(S) HELD WITH FUNDS: Director (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC
(private equity fund manager); Chief Financial Officer, Plaza Belmont LLC
(September 1999 to September 2006)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Saia, Inc.; Entertainment Properties
Trust

DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1937
POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, Western Investments, Inc. (real estate company); Retired Chairman of
the Board, Butler Manufacturing Company (metal buildings producer)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1943
POSITION(S) HELD WITH FUNDS: Director (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive
Officer and Founder, Sayers40, Inc., (technology products and services
provider)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1994)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, Sprint Corporation (telecommunications company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: DST Systems, Inc.; Euronet Worldwide,
Inc.; Charming Shoppes, Inc.


- ------
46


JOHN R. WHITTEN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1946
POSITION(S) HELD WITH FUNDS: Director (since 2008)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Project Consultant, Celanese
Corp. (industrial chemical company) (September 2004 to January 2005); Chief
Financial Officer, Vice President and Treasurer, Applied Industrial
Technologies, Inc. (bearings and power transmission company) (1995 to 2003)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Rudolph Technologies, Inc.

OFFICERS

BARRY FINK, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1955
POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007);
Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as:
Director, ACC, ACS, ACIS and other ACC subsidiaries

MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1956
POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS

CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1957
POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS,
ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1966
POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February
2000 to present) and Controller, various American Century Investments funds
(1997 to September 2006)

JON ZINDEL, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1967
POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS

The SAI has additional information about the funds' directors and is available
without charge, upon request, by calling 1-800-345-2021.


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47


APPROVAL OF MANAGEMENT AGREEMENTS

Heritage and New Opportunities II

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century Investments, this process is referred to as the
"15(c) Process." As a part of this process, the board reviews fund
performance, shareholder services, audit and compliance information, and a
variety of other reports from the advisor concerning fund operations. In
addition to this annual review, the board of directors oversees and evaluates
on a continuous basis at its quarterly meetings the nature and quality of
significant services performed by the advisor, fund performance, audit and
compliance information, and a variety of other reports relating to fund
operations. The board, or committees of the board, also holds special meetings
as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Heritage and New Opportunities II (the
"funds") and the services provided to the funds under the management
agreement. The information considered and the discussions held at the meetings
included, but were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.


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48


FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the funds, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management agreement under the terms ultimately
determined by the board to be appropriate, the Directors' decision was based
on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.


- ------
49


INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the funds, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process comparing the funds' performance with that of similar funds not
managed by the advisor. If performance concerns are identified, the Directors
discuss with the advisor the reasons for such results (e.g., market
conditions, security selection) and any efforts being undertaken to improve
performance. The funds' performance for both the one- and three-year periods
was above the median for their peer groups.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.


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50


ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.

COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the funds and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the funds' unified fee to the total
expense ratio of other funds in the funds' peer groups. The unified fee
charged to shareholders of Heritage was in the lowest quartile of the total
expense ratios of its peer group. The unified fee charged to shareholders of
New Opportunities II was below the median of the total expense ratios of its
peer group. The board concluded that the management fee paid by the funds to
the advisor was reasonable in light of the services provided to the funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.


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51


COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the funds to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.


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52


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, distributions you receive from certain IRAs, or 403(b),
457 and qualified plans are subject to federal income tax withholding, unless
you elect not to have withholding apply. Tax will be withheld on the total
amount withdrawn even though you may be receiving amounts that are not subject
to withholding, such as nondeductible contributions. In such case, excess
amounts of withholding could occur. You may adjust your withholding election
so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient. You can reduce or defer the income tax on a distribution
by directly or indirectly rolling such distribution over to another IRA or
eligible plan. You should consult your tax advisor for additional information.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


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53


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.


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54


NOTES


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55


NOTES


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56


[back cover]

[american century investments logo and text logo ®]

CONTACT US

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . .          1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . .          1-800-345-2021
                                                               or 816-531-5575

INVESTORS USING ADVISORS . . . . . . . . . . . . . . .          1-800-378-9878

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . .          1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . .          1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for
distribution to prospective investors unless preceded or accompanied by an
effective prospectus.

                                                                 PRSRT STD
American Century Investments                                 U.S. POSTAGE PAID
P.O. Box 419200                                              AMERICAN CENTURY
Kansas City, MO 64141-6200                                       COMPANIES


American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0812
CL-ANN-62722S












[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

NEW OPPORTUNITIES FUND




PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
October 31, 2008. It was a time of enormous upheaval and change. We understand
and appreciate the challenges you have faced during this historic period, and
share your concerns about the economy, the markets, and fund holdings. To help
address these issues, I'd like to provide my perspective on how we have
managed--and continue to manage--your investments in these uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . .      2

NEW OPPORTUNITIES

     Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . .      6
      Types of Investments in Portfolio. . . . . . . . . . . . . . . . . .      6
     Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . .      7

FINANCIAL STATEMENTS

     Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . .      9
     Statement of Assets and Liabilities . . . . . . . . . . . . . . . . .     12
     Statement of Operations . . . . . . . . . . . . . . . . . . . . . . .     13
     Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . .     14
     Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .     15
     Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . .     19
     Report of Independent Registered Public Accounting Firm . . . . . . .     20

OTHER INFORMATION

     Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21
     Approval of Management Agreement for New Opportunities. . . . . . . .     24
     Additional Information. . . . . . . . . . . . . . . . . . . . . . . .     28
     Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .     29

The opinions expressed in the Market Perspective and the Portfolio Commentary
reflect those of the portfolio management team as of the date of the report,
and do not necessarily represent the opinions of American Century Investments
or any other person in the American Century Investments organization. Any such
opinions are subject to change at any time based upon market or other
conditions and American Century Investments disclaims any responsibility to
update such opinions. These opinions may not be relied upon as investment
advice and, because investment decisions made by American Century Investments
funds are based on numerous factors, may not be relied upon as an indication
of trading intent on behalf of any American Century Investments fund. Security
examples are used for representational purposes only and are not intended as
recommendations to purchase or sell securities. Performance information for
comparative indices and securities is provided to American Century Investments
by third party vendors. To the best of American Century Investments'
knowledge, such information is accurate at the time of printing.




MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

The year ended October 31, 2008, was one of the most turbulent periods for the
U.S. equity market since the Great Depression. As the accompanying table
shows, stocks declined sharply across the board as a "perfect storm" of
negative influences undermined investor confidence and produced a dramatic
increase in market volatility.

The biggest impact came from the credit crisis that grew out of the housing
and mortgage meltdowns in 2007. Credit conditions deteriorated throughout the
one-year period, culminating in a liquidity crisis that led to the downfall of
a number of major financial companies. Examples included the government
conservatorship of mortgage lenders Fannie Mae and Freddie Mac, the bankruptcy
of brokerage firm Lehman Brothers, and the government bailout of insurer
American International Group. Despite efforts by the U.S. government and
Federal Reserve to provide systemic stability, the credit markets remained
deeply troubled.

Diminishing economic activity also weighed on the stock market. After
decelerating in 2007, the U.S. economy weakened further in 2008 as consumer
spending stalled, the housing downturn worsened, and the unemployment rate
reached its highest level since 1994. The U.S. economic slowdown spread to
other parts of the world, increasing the likelihood of a global recession.

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies combined with speculative excesses
boosted the prices of energy and many other commodities to record highs by
mid-2008. However, the global economic slowdown led to a sharp reversal in
commodity prices during the last few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP)       -36.80%
Russell 1000 Value Index             -36.80%
Russell 1000 Growth Index            -36.95%

RUSSELL MIDCAP INDEX                 -40.67%
Russell Midcap Value Index           -38.83%
Russell Midcap Growth Index          -42.65%

RUSSELL 2000 INDEX (SMALL-CAP)       -34.16%
Russell 2000 Value Index             -30.54%
Russell 2000 Growth Index            -37.87%


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2


PERFORMANCE
New Opportunities

Total Returns as of October 31, 2008
                                          Average Annual Returns
                                                             Since     Inception
                             1 year   5 years   10 years   Inception      Date

NEW OPPORTUNITIES            -40.33%   0.24%      5.65%      4.34%      12/26/96

RUSSELL 2000 GROWTH
INDEX(1)                     -37.87%   -0.13%     1.63%     1.14%(2)       --

(1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(2) Since 12/31/96, the date nearest the fund's inception for which data are
available.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. The fund's
investment process may result in high portfolio turnover, high commission
costs and high capital gains distributions. In addition, its investment
approach may involve higher volatility and risk.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


- ------
3


New Opportunities

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
New
Opportunities 92.03% 83.28% -53.81% -16.46% 26.18% 0.00% 11.26% 14.39% 33.23% -40.33%

Russell 2000
Growth Index 29.28% 16.16% -31.50% -21.57% 46.56% 5.53% 10.91% 17.07% 16.73% -37.87%

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. The fund's
investment process may result in high portfolio turnover, high commission
costs and high capital gains distributions. In addition, its investment
approach may involve higher volatility and risk.

- ------
4

PORTFOLIO COMMENTARY
New Opportunities

Portfolio Managers: Stafford Southwick and Matthew Ferretti

PERFORMANCE SUMMARY

New Opportunities returned -40.33% for the 12 months ended October 31, 2008,
reflecting the sharp decline in the U.S. stock market. The fund's performance
trailed the -37.87% return of its benchmark, the Russell 2000 Growth Index.

In addition to the extreme pessimism that gripped the market, navigating
through dramatic shifts in market sentiment and sector rotation was
particularly challenging over the past year. In addition, our investment
approach, which focuses on accelerating growth and price momentum, was out of
favor for most of the period, creating further performance headwinds. As a
result, the portfolio underperformed its growth-oriented benchmark index.

INDUSTRIALS UNDERPERFORMED

Stock selection in the industrials sector had the biggest negative impact on
performance compared with the Russell 2000 Growth Index. Our overweight
position in dry bulk carriers, which were among the best performers in the
portfolio in 2007, weighed on performance during the past 12 months. Dry bulk
carriers, which are ships that carry dry goods such as iron ore and coal, saw
their day rates collapse as slowing global economic activity led to declining
demand for dry goods. Britannia Bulk Holdings, TBS International, and DryShips
were among the worst contributors in the portfolio during the period.

We shifted our emphasis in the industrials sector during the last half of the
period. We significantly reduced our exposure to the dry bulk carriers and
other commodity-sensitive stocks, while adding positions in companies that are
poised to benefit from lower raw materials costs.

HEALTH CARE AND ENERGY ALSO DETRACTED

Our underweight position in health care, which was one of the
better-performing sectors in the index, weighed on relative results. Stock
selection in the health care sector also detracted, particularly among health
care equipment makers and contract research organizations (CROs). Kendle
International and PAREXEL International, both of which are CROs that perform
late-stage clinical research for biotechnology and pharmaceutical companies,
were hurt by concerns that capital constraints in the biotech industry will
result in fewer clinical trials.

Other noteworthy decliners during the period included two energy stocks, Alpha
Natural Resources and Walter Industries. Both companies produce metallurgical
coal, which was in high demand for use in steelmaking, particularly from
emerging economies such as China. However, the global economic slowdown and
accompanying decline in demand for commodities caused these stocks to fall
sharply.

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Syniverse Holdings, Inc. 2.4% 1.5%
ManTech International Corp., Class A 2.3% 1.7%
Sybase, Inc. 1.8% 1.5%
Microsemi Corp. 1.8% 1.4%
Perrigo Co. 1.7% 1.5%
AsiaInfo Holdings, Inc. 1.7% 1.2%
TreeHouse Foods, Inc. 1.6% --
Websense, Inc. 1.5% 1.2%
CACI International, Inc., Class A 1.5% 1.1%
Capstead Mortgage Corp. 1.5% 0.7%

- ------
5

New Opportunities

CONSUMER AND TELECOM ADDED VALUE

The portfolio's consumer discretionary holdings outperformed their
counterparts in the benchmark index. The top contributor in this sector was
DeVry, which is a for-profit secondary educational institution. As the
economic environment worsened and unemployment rose, more and more people
returned to school to change careers or improve their ability to find
employment. DeVry was a direct beneficiary of this trend.

Another theme among our better-performing consumer stocks was a trading down
in consumer spending habits to discount retailers, fast-food restaurants, and
other lower-cost consumer outlets. The most notable beneficiary of this trend
in the portfolio was fast-food chain Burger King, which also enjoyed lower
input costs as commodity prices declined.

Stock selection also added value in the telecommunications services sector.
One of the top performers in the portfolio was Syniverse, which provides data
clearinghouse services that enable wireless telecom carriers to offer and be
compensated for roaming and text messaging services. Syniverse employs a
transaction-based business model, and the company benefited from increased
data traffic during the period.

A LOOK AHEAD

As we move into 2009, it is clear that we are facing a global recession. The
U.S. economy was the first to experience a downturn, so we expect it to be the
first to recover. As a result, we are emphasizing companies with domestic
end-markets.

From a sector standpoint, we are overweight in consumer staples, as well as
dividend-paying stocks such as utilities and selected financials. In the
materials sector, we are focusing on companies benefiting from lower input
costs, while our consumer discretionary holdings have shifted from specialty
retailers to discount stores and lower-priced providers.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Health Care Providers & Services 6.3% 2.1%
Commercial Banks 5.5% 5.6%
IT Services 5.5% 4.4%
Health Care Equipment & Supplies 5.3% 2.9%
Specialty Retail 5.2% 2.0%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Domestic Common Stocks 94.4% 91.8%
Foreign Common Stocks(1) 5.2% 7.2%
TOTAL COMMON STOCKS 99.6% 99.0%
Temporary Cash Investments 0.1% 0.5%
Other Assets and Liabilities 0.3% 0.5%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

- ------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

- ------
7

Beginning Ending
Account Account Expenses Paid
Value Value During Period* Annualized
5/1/08 10/31/08 5/1/08 - 10/31/08 Expense Ratio*

Actual $1,000 $711.10 $6.45 1.50%

Hypothetical $1,000 $1,017.60 $7.61 1.50%

* Expenses are equal to the fund's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.

- ------
8

SCHEDULE OF INVESTMENTS
New Opportunities

OCTOBER 31, 2008

Shares Value

Common Stocks -- 99.6%

AEROSPACE & DEFENSE -- 1.6%
28,442 Curtiss-Wright Corp. $ 1,049,510
61,313 Orbital Sciences Corp.(1) 1,256,303
------------
2,305,813
------------
AIRLINES -- 3.2%
37,273 AMR Corp.(1) 380,557
134,883 Hawaiian Holdings, Inc.(1) 944,181
116,729 UAL Corp. 1,699,574
164,670 US Airways Group, Inc.(1) 1,669,754
------------
4,694,066
------------
BIOTECHNOLOGY -- 4.1%
30,219 Alexion Pharmaceuticals, Inc.(1) 1,231,424
44,932 Cubist Pharmaceuticals, Inc.(1) 1,140,823
21,988 Emergent Biosolutions, Inc.(1) 396,004
13,294 Martek Biosciences Corp. 396,560
15,165 Myriad Genetics, Inc.(1) 956,760
19,135 Onyx Pharmaceuticals, Inc.(1) 516,262
19,664 OSI Pharmaceuticals, Inc.(1) 746,249
7,346 United Therapeutics Corp.(1) 640,792
------------
6,024,874
------------
CAPITAL MARKETS -- 1.2%
91,962 SWS Group, Inc. 1,706,815
------------
CHEMICALS -- 1.7%
13,127 Airgas, Inc. 503,551
19,329 Koppers Holdings, Inc. 459,837
71,065 Landec Corp.(1) 664,458
34,117 Scotts Miracle-Gro Co. (The), Class A 891,136
------------
2,518,982
------------
COMMERCIAL BANKS -- 5.5%
44,398 Bank of the Ozarks, Inc. 1,349,699
19,420 Hancock Holding Co. 857,587
48,426 NBT Bancorp, Inc. 1,350,117
29,410 Old Second Bancorp, Inc. 397,035
91,890 Oriental Financial Group, Inc. 1,492,294
13,405 Simmons First National Corp., Class A 415,823
49,404 Southside Bancshares, Inc. 1,190,143
38,595 WesBanco, Inc. 1,049,012
------------
8,101,710
------------
COMMERCIAL SERVICES & SUPPLIES -- 2.5%
26,746 Cornell Cos., Inc.(1) 609,007
28,999 Geo Group, Inc. (The)(1) 512,122

Shares Value

85,287 Knoll, Inc. $ 1,233,250
40,404 Waste Connections, Inc.(1) 1,367,675
------------
3,722,054
------------
COMMUNICATIONS EQUIPMENT -- 2.5%
248,700 3Com Corp.(1) 678,951
32,602 Polycom, Inc.(1) 684,968
62,563 Riverbed Technology, Inc.(1) 783,914
79,109 Seachange International, Inc.(1) 604,393
75,467 Tekelec(1) 957,676
------------
3,709,902
------------
CONSTRUCTION & ENGINEERING -- 0.2%
9,466 Northwest Pipe Co.(1) 271,958
------------
CONSUMER FINANCE -- 1.2%
114,074 EZCORP, Inc., Class A(1) 1,806,932
------------
CONTAINERS & PACKAGING -- 0.5%
28,550 Bemis Co., Inc. 709,182
------------
DIVERSIFIED CONSUMER SERVICES -- 3.0%
34,266 DeVry, Inc. 1,942,540
30,401 Matthews International Corp., Class A 1,356,797
4,935 Strayer Education, Inc. 1,116,642
------------
4,415,979
------------
ELECTRIC UTILITIES -- 0.6%
22,803 Central Vermont Public Service Corp. 454,008
9,856 ITC Holdings Corp. 399,956
------------
853,964
------------
ELECTRICAL EQUIPMENT -- 2.8%
146,955 Advanced Battery Technologies, Inc.(1) 418,822
15,941 American Superconductor Corp.(1) 199,422
28,735 AZZ, inc.(1) 838,487
31,657 Energy Conversion Devices, Inc.(1) 1,080,770
38,080 GrafTech International Ltd.(1) 308,829
17,328 Jinpan International Ltd. 325,247
35,304 Powell Industries, Inc.(1) 653,477
9,052 Sunpower Corp., Class A(1) 353,571
------------
4,178,625
------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.3%
45,016 Maxwell Technologies, Inc.(1) 408,295
------------
ENERGY EQUIPMENT & SERVICES -- 1.8%
14,620 Dril-Quip, Inc.(1) 361,114
10,687 Lufkin Industries, Inc. 559,144

- ------
9

New Opportunities

Shares Value

282,660 Parker Drilling Co.(1) $ 1,447,219
11,562 T-3 Energy Services, Inc.(1) 278,760
------------
2,646,237
------------
FOOD & STAPLES RETAILING -- 2.2%
61,895 Casey's General Stores, Inc. 1,869,229
47,553 Spartan Stores, Inc. 1,283,456
------------
3,152,685
------------
FOOD PRODUCTS -- 2.9%
28,601 JM Smucker Co. (The) 1,274,461
9,936 Ralcorp Holdings, Inc.(1) 672,468
76,500 TreeHouse Foods, Inc.(1) 2,314,890
------------
4,261,819
------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 5.3%
28,643 Edwards Lifesciences Corp.(1) 1,513,496
6,178 Haemonetics Corp.(1) 364,873
22,541 ICU Medical, Inc.(1) 721,988
41,440 Immucor, Inc.(1) 1,100,232
18,630 Masimo Corp.(1) 595,974
38,937 Merit Medical Systems, Inc.(1) 712,547
31,338 Natus Medical, Inc.(1) 479,471
13,282 NuVasive, Inc.(1) 625,449
20,451 STERIS Corp. 696,152
29,742 Syneron Medical Ltd.(1) 279,872
14,628 West Pharmaceutical Services, Inc. 583,950
6,608 Zoll Medical Corp.(1) 159,121
------------
7,833,125
------------
HEALTH CARE PROVIDERS & SERVICES -- 6.3%
19,844 Almost Family, Inc.(1) 955,687
13,492 Amedisys, Inc.(1) 761,084
15,608 AMN Healthcare Services, Inc.(1) 140,316
48,851 Amsurg Corp.(1) 1,218,344
10,581 Animal Health International, Inc.(1) 68,248
45,738 CardioNet, Inc.(1) 1,170,435
30,016 Catalyst Health Solutions, Inc.(1) 506,370
55,180 Emergency Medical Services Corp., Class A(1) 1,813,215
46,084 IPC The Hospitalist Co., Inc.(1) 938,270
38,652 Owens & Minor, Inc. 1,672,472
------------
9,244,441
------------
HOTELS, RESTAURANTS & LEISURE -- 2.2%
103,344 Burger King Holdings, Inc. 2,054,479
140,186 CKE Restaurants, Inc. 1,190,179
------------
3,244,658
------------

Shares Value

HOUSEHOLD DURABLES -- 0.2%
9,289 Tupperware Brands Corp. $ 235,012
------------
INSURANCE -- 0.1%
29,400 Amil Participacoes SA 135,703
------------
INTERNET & CATALOG RETAIL -- 0.2%
6,753 priceline.com, Inc.(1) 355,410
------------
INTERNET SOFTWARE & SERVICES -- 3.8%
221,617 AsiaInfo Holdings, Inc.(1) 2,435,571
58,445 Vocus, Inc.(1) 983,630
114,139 Websense, Inc.(1) 2,227,993
------------
5,647,194
------------
IT SERVICES -- 5.5%
54,067 CACI International, Inc., Class A(1) 2,226,479
173,351 Cybersource Corp.(1) 2,106,215
62,769 ManTech International Corp., Class A(1) 3,385,760
48,150 Ness Technologies, Inc.(1) 355,828
------------
8,074,282
------------
LIFE SCIENCES TOOLS & SERVICES -- 1.2%
9,230 Bio-Rad Laboratories, Inc., Class A(1) 788,057
15,430 Kendle International, Inc.(1) 278,820
37,355 PerkinElmer, Inc. 670,149
------------
1,737,026
------------
MACHINERY -- 1.7%
30,964 Colfax Corp.(1) 263,813
4,034 K-Tron International, Inc.(1) 379,156
45,344 Wabtec Corp. 1,802,877
------------
2,445,846
------------
MARINE -- 0.1%
21,684 Safe Bulkers, Inc. 119,479
------------
MEDIA -- 1.5%
71,606 VisionChina Media, Inc. ADR(1) 572,848
111,539 World Wrestling Entertainment, Inc., Class A 1,588,315
------------
2,161,163
------------
METALS & MINING -- 0.4%
11,623 Compass Minerals International, Inc. 638,451
------------
OIL, GAS & CONSUMABLE FUELS -- 4.2%
67,282 Approach Resources, Inc.(1) 733,374
35,499 Berry Petroleum Co., Class A 827,127
20,689 Comstock Resources, Inc.(1) 1,022,450
33,857 Concho Resources, Inc.(1) 719,461
43,070 EXCO Resources, Inc.(1) 395,813

- ------
10

New Opportunities

Shares Value

39,669 Forest Oil Corp.(1) $ 1,158,732
26,487 Penn Virginia Corp. 984,522
61,166 TXCO Resources, Inc.(1) 320,510
------------
6,161,989
------------
PERSONAL PRODUCTS -- 0.7%
73,042 American Oriental Bioengineering, Inc.(1) 446,286
52,092 Inter Parfums, Inc. 607,393
------------
1,053,679
------------
PHARMACEUTICALS -- 3.6%
121,636 Biovail Corp. 1,046,069
83,146 Obagi Medical Products, Inc.(1) 691,775
72,943 Perrigo Co. 2,480,062
141,386 Questcor Pharmaceutical, Inc.(1) 1,094,328
------------
5,312,234
------------
PROFESSIONAL SERVICES -- 1.4%
36,285 FTI Consulting, Inc.(1) 2,113,601
------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 3.6%
218,469 Capstead Mortgage Corp. 2,195,613
76,961 Hatteras Financial Corp. 1,677,750
214,493 U-Store-It Trust 1,471,422
------------
5,344,785
------------
ROAD & RAIL -- 0.6%
30,140 J.B. Hunt Transport Services, Inc. 856,880
------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.2%
82,224 EMCORE Corp.(1) 292,717
34,670 MEMC Electronic Materials, Inc.(1) 637,235
120,963 Microsemi Corp.(1) 2,629,736
549,700 RF Micro Devices, Inc.(1) 1,093,903
59,590 Supertex, Inc.(1) 1,437,311
------------
6,090,902
------------
SOFTWARE -- 4.6%
125,929 NetScout Systems, Inc.(1) 1,211,437
40,849 Quality Systems, Inc. 1,572,278
11,385 salesforce.com, inc.(1) 352,479
99,470 Sybase, Inc.(1) 2,648,886
103,513 Wind River Systems, Inc.(1) 904,704
------------
6,689,784
------------
SPECIALTY RETAIL -- 5.2%
56,640 Aeropostale, Inc.(1) 1,371,254
23,379 Buckle, Inc. (The) 615,803
138,803 Hot Topic, Inc.(1) 899,444
69,752 Monro Muffler, Inc. 1,501,761

Shares Value

104,034 RadioShack Corp. $ 1,317,070
28,365 Tractor Supply Co.(1) 1,178,849
271,761 Wet Seal, Inc. (The), Class A(1) 798,977
------------
7,683,158
------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.9%
11,335 Deckers Outdoor Corp.(1) 961,888
13,672 Warnaco Group, Inc. (The)(1) 407,562
------------
1,369,450
------------
THRIFTS & MORTGAGE FINANCE -- 0.9%
85,014 First Niagara Financial Group, Inc. 1,340,671
------------
TRADING COMPANIES & DISTRIBUTORS -- 0.7%
57,282 DXP Enterprises, Inc.(1) 799,657
19,438 Houston Wire & Cable Co. 223,926
------------
1,023,583
------------
WATER UTILITIES -- 0.3%
67,664 Cascal NV 447,936
------------
WIRELESS TELECOMMUNICATION SERVICES -- 2.4%
186,770 Syniverse Holdings, Inc.(1) 3,511,276
------------
TOTAL COMMON STOCKS
(Cost $164,352,894) 146,361,610
------------
Temporary Cash Investments -- 0.1%

7,622 JPMorgan U.S. Treasury Plus Money Market Fund
Agency Shares 7,622

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $203,573), in a joint trading account at 0.05%,
dated 10/31/08, due 11/3/08 (Delivery value $200,001) 200,000
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $207,622) 207,622
------------
TOTAL INVESTMENT SECURITIES -- 99.7%
(Cost $164,560,516) 146,569,232
------------
OTHER ASSETS AND LIABILITIES -- 0.3% 362,476
------------
TOTAL NET ASSETS -- 100.0% $146,931,708
============

Notes to Schedule of Investments

ADR = American Depositary Receipt

(1) Non-income producing.

Industry classifications are unaudited.

See Notes to Financial Statements.

- ------
11

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008

ASSETS

Investment securities, at value (cost of $164,560,516) $146,569,232

Cash 144,171

Foreign currency holdings, at value (cost of $16,581) 16,030

Receivable for investments sold 6,143,512

Receivable for capital shares sold 26,230

Dividends and interest receivable 42,141
-------------
152,941,316
-------------

LIABILITIES

Payable for investments purchased 5,754,431

Payable for capital shares redeemed 66,050

Accrued management fees 189,127
-------------
6,009,608
-------------

NET ASSETS $146,931,708
=============

CAPITAL SHARES, $0.01 PAR VALUE

Authorized 300,000,000
=============
Outstanding 28,721,913
=============

NET ASSET VALUE PER SHARE $5.12
=============

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $266,214,526

Accumulated net realized loss on investment and foreign currency
transactions (101,285,892)

Net unrealized depreciation on investments and translation of
assets and liabilities in foreign currencies (17,996,926)
-------------
$146,931,708
=============

See Notes to Financial Statements.

- ------
12

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008

INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of $3,507) $ 1,717,758

Interest 95,564
--------------
1,813,322
--------------

EXPENSES:

Management fees 3,255,975

Directors' fees and expenses 5,739

Other expenses 2,568
--------------
3,264,282
--------------

NET INVESTMENT INCOME (LOSS) (1,450,960)
--------------

REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss) on investment and foreign currency
transactions (34,752,582)

Change in unrealized appreciation (depreciation) on investments
and translation of assets and liabilities in foreign currency (68,501,298)
--------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (103,253,880)
--------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(104,704,840)
==============

See Notes to Financial Statements.

- ------
13

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007

Increase (Decrease) in Net Assets 2008 2007

OPERATIONS

Net investment income (loss) $(1,450,960) $(2,081,598)

Net realized gain (loss) (34,752,582) 53,831,813

Change in net unrealized appreciation
(depreciation) (68,501,298) 20,464,068
------------- ------------
Net increase (decrease) in net assets resulting
from operations (104,704,840) 72,214,283
------------- ------------

CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold 11,746,882 15,958,764

Payments for shares redeemed(1) (30,538,826) (65,620,583)
------------- ------------
Net increase (decrease) in net assets from capital
share transactions (18,791,944) (49,661,819)
------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS (123,496,784) 22,552,464

NET ASSETS

Beginning of period 270,428,492 247,876,028
------------- ------------
End of period $146,931,708 $270,428,492
============= ============

TRANSACTIONS IN SHARES OF THE FUND

Sold 1,641,508 2,133,906

Redeemed (4,448,068) (9,110,565)
------------- ------------
Net increase (decrease) in shares of the fund (2,806,560) (6,976,659)
============= ============

(1) Net of redemption fees of $26,903 and $11,866 respectively.

See Notes to Financial Statements.

- ------
14

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The funds estimate the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.

- ------
15

INCOME TAX STATUS -- It is the fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The fund has adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an Interpretation of FASB Statement No. 109" during the current
fiscal year. The fund is no longer subject to examination by tax authorities
for years prior to 2005. At this time, management believes there are no
uncertain tax positions which, based on their technical merit, would not be
sustained upon examination and for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly change in the
next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

REDEMPTION -- The fund may impose a 2.00% redemption fee on shares held less
than 180 days. The redemption fee is recorded as a reduction in the cost of
shares redeemed. The redemption fee is retained by the fund and helps cover
transaction costs that long-term investors may bear when a fund sells
securities to meet investor redemptions.

- ------
16

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the
fee). The Agreement provides that all expenses of the fund, except brokerage
commissions, taxes, interest, fees and expenses of those directors who are not
considered "interested persons" as defined in the 1940 Act (including counsel
fees) and extraordinary expenses, will be paid by ACIM. The fee is computed
and accrued daily based on the daily net assets of the fund and paid monthly
in arrears. For funds with a stepped fee schedule, the rate of the fee is
determined by applying a fee rate calculation formula. This formula takes into
account the fund's assets as well as certain assets, if any, of other clients
of the investment advisor outside the American Century Investments family of
funds (such as subadvised funds and separate accounts) that have very similar
investment teams and investment strategies (strategy assets). The annual
management fee schedule for the fund ranges from 1.10% to 1.50%. The effective
annual management fee for the fund for the year ended October 31, 2008 was
1.50%.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, American Century
Investment Services, Inc., and the corporation's transfer agent, American
Century Services, LLC.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity
investor in ACC. Prior to December 12, 2007, the fund had a bank line of
credit with JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the fund and
a wholly owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the year ended ended October 31, 2008, were $342,983,801 and
$352,580,986, respectively.

4. BANK LINE OF CREDIT

5. RISK FACTORS

The fund concentrates its investments in common stocks of small companies.
Because of this, the fund may be subject to greater risk and market
fluctuations than a fund investing in larger, more established companies. The
fund's investment process may result in high portfolio turnover, high
commission costs and high capital gains distributions. In addition, its
investment approach may involve higher volatility and risk.

- ------
17

6. FEDERAL TAX INFORMATION

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

Federal tax cost of investments $166,282,840
==============
Gross tax appreciation of investments $ 6,133,603

Gross tax depreciation of investments (25,847,211)
--------------
Net tax appreciation (depreciation) of investments $(19,713,608)
==============
Net tax appreciation (depreciation) on translation
of assets and liabilities in foreign currencies $ (5,642)
--------------
Net tax appreciation (depreciation) $(19,719,250)
==============
Accumulated capital losses $(99,563,568)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and return of capital dividends.

2009 2010 2011 2012 2013 2014 2015 2016

$(28,666,431) $(37,698,539) -- -- -- -- -- $(33,198,598)

7. RECENTLY ISSUED ACCOUNTING STANDARDS

- ------
18

FINANCIAL HIGHLIGHTS
New Opportunities

For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period $8.58 $6.44 $5.63 $5.06 $5.06
-------- -------- -------- -------- --------
Income From
Investment Operations

Net Investment
Income (Loss) (0.05)(1) (0.07) (0.06) (0.06) (0.06)

Net Realized and
Unrealized Gain (Loss) (3.41) 2.21 0.87 0.63 0.06
-------- -------- -------- -------- --------
Total From
Investment Operations (3.46) 2.14 0.81 0.57 --
-------- -------- -------- -------- --------
Net Asset Value,
End of Period $5.12 $8.58 $6.44 $5.63 $5.06
======== ======== ======== ======== ========

TOTAL RETURN(2) (40.33)% 33.23% 14.39% 11.26% 0.00%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets 1.50% 1.50% 1.50% 1.50% 1.49%

Ratio of Net Investment
Income (Loss) to
Average Net Assets (0.66)% (0.83)% (0.84)% (0.98)% (1.04)%

Portfolio Turnover Rate 159% 201% 298% 260% 269%

Net Assets, End of
Period (in thousands) $146,932 $270,428 $247,876 $240,464 $273,555

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any.

See Notes to Financial Statements.

- ------
19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of New Opportunities Fund, one of the
funds constituting American Century Mutual Funds, Inc. (the "Corporation"), as
of October 31, 2008, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements and financial highlights
based on our audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of New
Opportunities Fund, one of the funds constituting American Century Mutual
Funds, Inc., as of October 31, 2008, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008

- ------
20

MANAGEMENT

INTERESTED DIRECTORS

- ------
21

INDEPENDENT DIRECTORS

- ------
22

OFFICERS

The SAI has additional information about the fund's directors and is available
without charge, upon request, by calling 1-800-345-2021.

- ------
23

APPROVAL OF MANAGEMENT AGREEMENT
New Opportunities

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning New Opportunities (the "fund") and the
services provided to the fund under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the fund to the cost of owning a similar
fund;

* data comparing the fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

- ------
24

FACTORS CONSIDERED

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

- ------
25

At each quarterly meeting the Directors review investment performance
information for the fund, together with comparative information for
appropriate benchmarks and peer groups of funds managed similarly to the fund.
The Directors also review detailed performance information during the 15(c)
Process comparing the fund's performance with that of similar funds not
managed by the advisor. If performance concerns are identified, the Directors
discuss with the advisor the reasons for such results (e.g., market
conditions, security selection) and any efforts being undertaken to improve
performance. The fund's performance for both the one- and three-year periods
was above the median for its peer group.

- ------
26

COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
fund's independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of the fund was above the median of the total expense ratios
of its peer group. The board concluded that the management fee paid by the
fund to the advisor was reasonable in light of the services provided to the
fund.

CONCLUSIONS OF THE DIRECTORS

- ------
27

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

PROXY VOTING GUIDELINES

QUARTERLY PORTFOLIO DISCLOSURE

- ------
28

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

- ------
29

NOTES

- ------
30

NOTES

- ------
31

NOTES

- ------
32

[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . 1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . 1-800-345-2021 or
816-531-5575

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . . 1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . . 1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

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

PRSRT STD
U.S. POSTAGE PAID
AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

0812
CL-ANN-62716S

[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo®]

AMERICAN CENTURY INVESTMENTS

BALANCED FUND

PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Market Returns. . . . . . . . . . . . . . . . . . . . . . . . . 2

BALANCED

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Ten Stock Holdings . . . . . . . . . . . . . . . . . . . . . . . 5
Top Five Stock Industries. . . . . . . . . . . . . . . . . . . . . . 5
Key Fixed-Income Portfolio Statistics. . . . . . . . . . . . . . . . 6
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6
Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . . 7

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 9
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 20
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 21
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 22
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 23
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 29
Report of Independent Registered Public Accounting Firm . . . . . . . 31

OTHER INFORMATION

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Approval of Management Agreement for Balanced . . . . . . . . . . . . 35
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 39
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 40

The opinions expressed in the Market Perspective and the Portfolio Commentary
reflect those of the portfolio management team as of the date of the report,
and do not necessarily represent the opinions of American Century Investments
or any other person in the American Century Investments organization. Any such
opinions are subject to change at any time based upon market or other
conditions and American Century Investments disclaims any responsibility to
update such opinions. These opinions may not be relied upon as investment
advice and, because investment decisions made by American Century Investments
funds are based on numerous factors, may not be relied upon as an indication
of trading intent on behalf of any American Century Investments fund. Security
examples are used for representational purposes only and are not intended as
recommendations to purchase or sell securities. Performance information for
comparative indices and securities is provided to American Century Investments
by third party vendors. To the best of American Century Investments'
knowledge, such information is accurate at the time of printing.

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Enrique Chang, Chief Investment Officer, American Century Investments

STORMY SEAS SANK STOCKS

In an increasingly volatile investment environment, U.S. stocks fell sharply
for the 12 months ended October 31, 2008. The ongoing storm in the credit
markets intensified throughout the period, creating a liquidity crisis that
battered the financial sector. A number of venerable financial institutions
faced bankruptcy, a federal government bailout, or takeover by a competitor.

The economic environment also deteriorated during the period. U.S. economic
growth contracted in the first and third quarters of 2008, and would likely
have done so in the second quarter as well if not for the government's
stimulus payments. Job growth was negative in each of the first 10 months of
2008, boosting the unemployment rate to a 14-year high, and consumer spending
slowed markedly.

Despite efforts by the government and the Federal Reserve (the Fed) to ease
the credit crisis, the stock market crumpled under the weight of the economic
downturn, declining corporate earnings, and financial instability. The decline
was particularly acute in the last two months of the period as market
conditions grew more volatile; in October, the stock market suffered its worst
monthly performance in 21 years and one of the 10 worst months in its history.

BONDS WERE MIXED BUT POSITIVE

Volatility was also a factor in the U.S. bond market, which advanced modestly
overall for the 12-month period. Like the stock market, bonds were buffeted by
the credit crisis and economic slowdown, but the impact produced widely
divergent returns for the different sectors of the bond market.

Treasury bonds were the best performers, benefiting from a flight to quality
as increasingly risk-averse investors fled to the relative safety of
government bonds. Growing demand for high-quality bonds also provided a lift
to mortgage-backed securities issued by government agencies. In contrast, the
economic downturn, uncertain credit environment, and weaker corporate profit
growth put downward pressure on corporate bonds, which declined sharply during
the period.

U.S. Market Returns
For the 12 months ended October 31, 2008

STOCK INDICES
Russell 1000 Index (large-cap) -36.80%
Russell Midcap Index -40.67%
Russell 2000 Index (small-cap) -34.16%

CITIGROUP U.S. BOND MARKET INDICES
Broad Investment-Grade (multi-sector) 1.12%
Treasury 7.74%
Mortgage (mortgage-backed) 4.52%
Agency 4.39%
Credit (investment-grade corporate) -11.68%

- ------
2

PERFORMANCE
Balanced

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years 10 years Inception Date

INVESTOR CLASS -20.52% 2.19% 2.49% 7.35% 10/20/88

BLENDED INDEX(1) -22.70% 1.84% 2.58% 8.37%(2) --

S&P 500 INDEX(3) -36.10% 0.26% 0.40% 8.79%(2) --

CITIGROUP US BROAD
INVESTMENT-GRADE
BOND INDEX 1.12% 3.74% 5.12% 7.09%(2) --

Institutional Class -20.37% 2.38% -- 1.00% 5/1/00

(1) See Index Definitions page.

(2) Since 10/31/88, the date nearest the Investor Class's inception for which
data are available.

(3) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. As interest rates rise, bond values will decline.
International investing involves special risks, such as political instability
and currency fluctuations.

- ------
3

Balanced

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Investor Class 12.03% 5.90% -10.46% -6.80% 15.92% 8.46% 6.89% 11.04% 8.92% -20.52%

Blended index 15.17% 6.84% -10.54% -6.64% 14.57% 7.99% 5.78% 11.83% 10.95% -22.70%

S&P 500 Index 25.67% 6.09% -24.90% -15.11% 20.80% 9.42% 8.72% 16.34% 14.56% -36.10%

Citigroup US
Broad
Investment-Grade
Bond Index 0.49% 7.28% 14.61% 5.75% 4.99% 5.70% 1.24% 5.24% 5.50% 1.12%

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. As interest rates rise, bond values will decline.
International investing involves special risks, such as political instability
and currency fluctuations.

- ------
4

PORTFOLIO COMMENTARY
Balanced

Equity Portfolio Managers: Bill Martin and Tom Vaiana

Fixed-Income Portfolio Managers: Dave MacEwen, Bob Gahagan, Jeff Houston,
Hando Aguilar, Brian Howell, John Walsh, Dan Shiffman, and Jim Platz

PERFORMANCE SUMMARY

Balanced returned -20.52%* for the 12 months ended October 31, 2008, compared
with the -22.70% return of its benchmark (a blended index consisting of 60%
S&P 500 Index and 40% Citigroup US Broad Investment-Grade [BIG] Bond Index).

The overall decline in the benchmark resulted primarily from a sharp drop in
stocks, mitigated in part by a modest advance for bonds. The fund also posted
a negative return but outperformed its benchmark as both the equity and
fixed-income portions of the portfolio outpaced their respective counterparts
in the benchmark. (It's worth noting that the fund's results reflected
operating expenses, while the benchmark's return did not.)

STOCK COMPONENT OUTPERFORMED

In a challenging and volatile investment environment, Balanced's stock
portfolio outperformed the S&P 500 for the 12-month period. The key to this
outperformance was favorable stock selection in the financials sector. In
particular, the portfolio avoided or minimized its exposure to many of the
worst performers in this sector. Examples included insurance firm American
International Group, which agreed to a substantial federal government bailout;
commercial bank Wachovia, which sold itself to Wells Fargo to avoid
insolvency; and brokerage firm Lehman Brothers, which filed for bankruptcy.

The portfolio's health care stocks also outperformed, driven primarily by its
holdings in the biotechnology industry. The top contributors were biotech firm
Amgen, which rallied as its new osteoporosis medication achieved success in
clinical trials, and pharmaceutical company Johnson & Johnson, which enjoyed
strong results in its consumer products division.

On the downside, holdings in the utilities and industrials sectors had the
biggest negative impact on relative performance. Texas-based independent power
producer Reliant Energy, a portfolio overweight, declined sharply amid
shrinking profit margins

Balanced's Top Ten Stock Holdings as of October 31, 2008
% of equity % of S&P 500
holdings Index

Exxon Mobil Corp. 5.4% 4.5%
Procter & Gamble Co. (The) 3.1% 2.3%
Johnson & Johnson 2.9% 2.0%
Hewlett-Packard Co. 2.0% 1.1%
Chevron Corp. 2.0% 1.8%
Pfizer, Inc. 2.0% 1.4%
Wells Fargo & Co. 1.9% 1.3%
General Electric Co. 1.9% 2.4%
ConocoPhillips 1.8% 0.9%
AT&T, Inc. 1.8% 1.9%

Balanced's Top Five Stock Industries as of October 31, 2008
% of equity % of S&P 500
holdings Index

Oil, Gas & Consumable Fuels 12.5% 11.1%
Pharmaceuticals 6.9% 7.3%
Computers & Peripherals 4.2% 3.0%
Household Products 4.1% 3.1%
Capital Markets 4.0% 2.6%

*All fund returns referenced in this commentary are for Investor Class shares.

- ------
5

Balanced

and higher financing costs, as well as facilities damage and power outages in
the aftermath of Hurricane Ike. In the industrials sector, the biggest
detractor was construction company Fluor; the company had significant exposure
to the oil and gas industry, which slumped late in the period.

FIXED-INCOME CONTRIBUTED POSITIVELY

The portfolio's bond component posted a positive return for the 12-month
period and surpassed the performance of the Citigroup BIG Index. The bond
portion was well positioned for the credit crisis and economic downturn, with
an overweight position in Treasury bonds, the best performers in the bond
market, and an underweight position in corporate bonds, the worst fixed-income
performers. Diversification into municipal bonds and Treasury
inflation-protected securities (TIPS) also added value during the period.

A steeper yield curve--which occurs when the gap between short- and long-term
interest rates widens--also boosted results as the portfolio was structured to
benefit from the steeper curve. We reduced our bias toward a steeper yield
curve late in the period but did not eliminate it entirely.

More recently, we have shifted the fixed-income portfolio back toward neutral
with respect to sector weightings. We increased our holdings of municipal
bonds, government agency securities, and TIPS while reducing our exposure to
nominal Treasury bonds. In addition, we have been selectively adding corporate
bonds to the portfolio, seeking to take advantage of attractive values in the
corporate sector.

OUTLOOK

The economic storms and market turbulence investors have weathered since last
autumn show no signs of abating in the near future. A meaningful recovery for
the economy remains elusive amid further deterioration in the housing and
mortgage markets, the highest unemployment rate in 14 years, and a troubled
financial sector that is unable or unwilling to lend. Despite governmental
efforts to thaw the frozen credit markets and stimulate the economy, we expect
a long and difficult road to recovery.

In this environment, we will continue to pursue our disciplined investment
approach for both portions of the portfolio, looking to take advantage of
attractive investment opportunities in a tumultuous market environment.

Key Fixed-Income Portfolio Statistics
As of As of
10/31/08 4/30/08

Weighted Average Life 6.6 years 7.1 years
Average Duration (Effective) 5.3 years 4.7 years

Types of Investments in Portfolio
% of fund % of fund
investments investments
as of 10/31/08 as of 4/30/08

Common Stocks 56.2% 50.8%
Mortgage- & Asset-Backed Securities 27.6% 21.5%
Corporate Bonds 9.1% 8.2%
Municipal Securities 2.2% 1.8%
U.S. Treasury Securities 1.9% 8.2%
U.S. Government Agency Securities 0.5% 0.2%
Sovereign Governments & Agencies --(1) 0.1%
Temporary Cash Investments 2.5% 2.7%
Temporary Cash Investments - Securities
Lending Collateral -- 6.5%

(1) Category is less than 0.05% of total net assets.

- ------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

- ------
7

Beginning Ending
Account Account Expenses Paid Annualized
Value Value During Period* Expense
5/1/08 10/31/08 5/1/08 - 10/31/08 Ratio*
ACTUAL

Investor Class $1,000 $824.80 $4.13 0.90%

Institutional Class $1,000 $825.00 $3.21 0.70%

HYPOTHETICAL

Investor Class $1,000 $1,020.61 $4.57 0.90%

Institutional Class $1,000 $1,021.62 $3.56 0.70%

*Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.

- ------
8

SCHEDULE OF INVESTMENTS
Balanced

OCTOBER 31, 2008

Shares/Principal Amount Value

Common Stocks -- 60.0%

AEROSPACE & DEFENSE -- 2.0%
41,703 Boeing Co. $ 2,179,816
43,593 General Dynamics Corp. 2,629,529
4,189 Goodrich Corp. 153,150
3,740 L-3 Communications Holdings, Inc. 303,576
31,419 Lockheed Martin Corp. 2,672,186
10,920 Northrop Grumman Corp. 512,039
13,631 Raytheon Co. 696,680
-------------
9,146,976
-------------
AIR FREIGHT & LOGISTICS -- 0.6%
4,969 C.H. Robinson Worldwide, Inc. 257,295
9,831 FedEx Corp. 642,652
30,379 United Parcel Service, Inc., Class B 1,603,404
-------------
2,503,351
-------------
AIRLINES -- 0.1%
24,808 Southwest Airlines Co. 292,238
-------------
AUTO COMPONENTS -- 0.1%
57,846 TRW Automotive Holdings Corp.(1) 365,587
-------------
BEVERAGES -- 1.8%
15,944 Anheuser-Busch Cos., Inc. 989,006
60,269 Coca-Cola Co. (The) 2,655,452
45,988 Constellation Brands, Inc., Class A(1) 576,690
73,304 Dr Pepper Snapple Group, Inc.(1) 1,678,662
36,319 PepsiCo, Inc. 2,070,546
-------------
7,970,356
-------------
BIOTECHNOLOGY -- 2.0%
77,586 Amgen, Inc.(1) 4,646,626
12,043 Celgene Corp.(1) 773,883
31,974 Cephalon, Inc.(1) 2,293,175
28,369 Gilead Sciences, Inc.(1) 1,300,719
-------------
9,014,403
-------------
CAPITAL MARKETS -- 2.4%
66,272 Bank of New York Mellon Corp. (The) 2,160,467
2,053 BlackRock, Inc. 269,641
43,941 Charles Schwab Corp. (The) 840,152
12,404 Goldman Sachs Group, Inc. (The) 1,147,370
23,266 Janus Capital Group, Inc. 273,143
6,002 Knight Capital Group, Inc., Class A(1) 86,789

Shares/Principal Amount Value

55,200 Merrill Lynch & Co., Inc. $ 1,026,168
27,985 Morgan Stanley 488,898
26,589 Northern Trust Corp. 1,497,227
55,815 Raymond James Financial, Inc. 1,299,931
33,829 State Street Corp. 1,466,487
6,873 T. Rowe Price Group, Inc. 271,758
-------------
10,828,031
-------------
CHEMICALS -- 0.3%
34,046 Ashland, Inc. 769,099
8,920 Monsanto Co. 793,702
-------------
1,562,801
-------------
COMMERCIAL BANKS -- 1.5%
5,515 PNC Financial Services Group, Inc. 367,685
13,802 Royal Bank of Canada 534,551
28,875 Valley National Bancorp 548,625
150,993 Wells Fargo & Co. 5,141,312
-------------
6,592,173
-------------
COMMERCIAL SERVICES & SUPPLIES -- 0.6%
12,174 Allied Waste Industries, Inc.(1) 126,853
93,913 Pitney Bowes, Inc. 2,327,164
8,697 R.R. Donnelley & Sons Co. 144,110
-------------
2,598,127
-------------
COMMUNICATIONS EQUIPMENT -- 0.9%
158,367 Cisco Systems, Inc.(1) 2,814,181
173,884 Motorola, Inc. 933,757
4,630 QUALCOMM, Inc. 177,144
-------------
3,925,082
-------------
COMPUTERS & PERIPHERALS -- 2.5%
28,123 Apple, Inc.(1) 3,025,753
97,356 EMC Corp.(1) 1,146,854
138,085 Hewlett-Packard Co. 5,285,894
63,904 Lexmark International, Inc., Class A(1) 1,650,640
-------------
11,109,141
-------------
CONSTRUCTION & ENGINEERING -- 0.5%
42,637 EMCOR Group, Inc.(1) 757,659
36,449 Fluor Corp. 1,455,409
-------------
2,213,068
-------------
CONSUMER FINANCE -- 0.4%
23,533 Capital One Financial Corp. 920,611
71,111 Discover Financial Services 871,110
-------------
1,791,721
-------------

- ------
9

Balanced

Shares/Principal Amount Value

CONTAINERS & PACKAGING -- 0.1%
12,725 Rock-Tenn Co., Class A $ 386,967
4,476 Sonoco Products Co. 112,706
-------------
499,673
-------------
DIVERSIFIED -- 0.4%
60,306 PowerShares QQQ 1,983,464
-------------
DIVERSIFIED CONSUMER SERVICES -- 0.3%
66,094 H&R Block, Inc. 1,303,374
-------------
DIVERSIFIED FINANCIAL SERVICES -- 2.1%
114,385 Bank of America Corp. 2,764,685
138,232 Citigroup, Inc. 1,886,867
112,737 JPMorgan Chase & Co. 4,650,401
-------------
9,301,953
-------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 1.6%
176,651 AT&T, Inc. 4,728,947
3,606 CenturyTel, Inc. 90,547
5,325 Embarq Corp. 159,750
67,258 Verizon Communications, Inc. 1,995,545
13,904 Windstream Corp. 104,419
-------------
7,079,208
-------------
ELECTRIC UTILITIES -- 1.1%
10,029 Edison International 356,932
31,742 Entergy Corp. 2,477,463
4,771 Exelon Corp. 258,779
22,960 FPL Group, Inc. 1,084,631
45,348 Pepco Holdings, Inc. 936,436
-------------
5,114,241
-------------
ELECTRICAL EQUIPMENT -- 0.2%
24,976 Emerson Electric Co. 817,464
-------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.4%
278,007 Celestica, Inc.(1) 1,387,255
41,316 Jabil Circuit, Inc. 347,467
-------------
1,734,722
-------------
ENERGY EQUIPMENT & SERVICES -- 1.2%
32,349 BJ Services Co. 415,685
34,734 ENSCO International, Inc. 1,320,239
19,904 FMC Technologies, Inc.(1) 696,441
26,636 National Oilwell Varco, Inc.(1) 796,150
10,405 Oil States International, Inc.(1) 240,668
32,940 Schlumberger Ltd. 1,701,351
-------------
5,170,534
-------------
FOOD & STAPLES RETAILING -- 2.1%
114,927 Kroger Co. (The) 3,155,895
60,560 SYSCO Corp. 1,586,672
79,479 Wal-Mart Stores, Inc. 4,435,723
-------------
9,178,290
-------------

Shares/Principal Amount Value

FOOD PRODUCTS -- 1.5%
34,476 General Mills, Inc. $ 2,335,404
43,087 H.J. Heinz Co. 1,888,072
17,620 Hershey Co. (The) 656,169
11,823 JM Smucker Co. (The) 526,833
43,129 Kraft Foods, Inc., Class A 1,256,779
-------------
6,663,257
-------------
GAS UTILITIES -- 0.4%
29,152 Nicor, Inc. 1,347,114
11,625 Piedmont Natural Gas Co., Inc. 382,695
-------------
1,729,809
-------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 0.9%
19,417 Baxter International, Inc. 1,174,534
7,556 Becton, Dickinson & Co. 524,386
46,011 Medtronic, Inc. 1,855,624
1,086 St. Jude Medical, Inc.(1) 41,301
3,701 STERIS Corp. 125,982
6,572 Varian Medical Systems, Inc.(1) 299,092
-------------
4,020,919
-------------
HEALTH CARE PROVIDERS & SERVICES -- 1.5%
74,410 Cigna Corp. 1,212,883
42,408 Express Scripts, Inc.(1) 2,570,349
64,741 Omnicare, Inc. 1,784,910
26,405 WellPoint, Inc.(1) 1,026,362
-------------
6,594,504
-------------
HEALTH CARE TECHNOLOGY(2)
6,894 IMS Health, Inc. 98,860
-------------
HOTELS, RESTAURANTS & LEISURE -- 0.8%
61,059 McDonald's Corp. 3,537,148
-------------
HOUSEHOLD DURABLES -- 0.5%
4,949 NVR, Inc.(1) 2,426,049
-------------
HOUSEHOLD PRODUCTS -- 2.5%
13,148 Church & Dwight Co., Inc. 776,915
10,644 Clorox Co. 647,262
20,047 Colgate-Palmolive Co. 1,258,150
127,988 Procter & Gamble Co. (The) 8,260,345
-------------
10,942,672
-------------
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.2%
12,773 NRG Energy, Inc.(1) 296,972
152,382 Reliant Energy, Inc.(1) 800,006
-------------
1,096,978
-------------
INDUSTRIAL CONGLOMERATES -- 1.1%
255,821 General Electric Co. 4,991,068
-------------

- ------
10

Balanced

Shares/Principal Amount Value

INSURANCE -- 1.9%
24,035 ACE Ltd. $ 1,378,648
41,625 American Financial Group, Inc. 946,136
14,402 Arch Capital Group Ltd.(1) 1,004,540
47,018 Aspen Insurance Holdings Ltd. 1,079,533
27,233 Chubb Corp. 1,411,214
27,692 Prudential Financial, Inc. 830,760
40,246 Travelers Cos., Inc. (The) 1,712,467
-------------
8,363,298
-------------
INTERNET & CATALOG RETAIL(2)
1,016 Amazon.com, Inc.(1) 58,156
-------------
INTERNET SOFTWARE & SERVICES -- 0.6%
7,578 Google, Inc., Class A(1) 2,723,230
-------------
IT SERVICES -- 2.2%
83,777 Accenture Ltd., Class A 2,768,830
35,253 Alliance Data Systems Corp.(1) 1,768,290
45,997 International Business Machines Corp. 4,276,341
11,288 Visa, Inc., Class A 624,791
17,061 Western Union Co. (The) 260,351
-------------
9,698,603
-------------
LEISURE EQUIPMENT & PRODUCTS -- 0.3%
19,825 Hasbro, Inc. 576,313
27,454 Polaris Industries, Inc. 924,376
-------------
1,500,689
-------------
LIFE SCIENCES TOOLS & SERVICES -- 0.1%
11,040 Invitrogen Corp.(1) 317,842
-------------
MACHINERY -- 0.8%
34,897 AGCO Corp.(1) 1,099,954
57,411 Caterpillar, Inc. 2,191,378
6,207 Dover Corp. 197,196
-------------
3,488,528
-------------
MEDIA -- 1.1%
244,162 Comcast Corp., Class A 3,847,993
58,846 DISH Network Corp., Class A(1) 926,236
-------------
4,774,229
-------------
METALS & MINING -- 0.1%
11,267 Freeport-McMoRan Copper & Gold, Inc. 327,869
12,770 Reliance Steel & Aluminum Co. 319,761
-------------
647,630
-------------
MULTILINE RETAIL -- 0.4%
41,300 Big Lots, Inc.(1) 1,008,959
9,953 Family Dollar Stores, Inc. 267,835
35,796 Macy's, Inc. 439,933
-------------
1,716,727
-------------

Shares/Principal Amount Value

MULTI-INDUSTRY -- 0.8%
136,232 Financial Select Sector SPDR Fund $ 2,115,683
38,455 SPDR KBW Regional Banking ETF 1,265,170
-------------
3,380,853
-------------
MULTI-UTILITIES -- 0.5%
128,709 CenterPoint Energy, Inc. 1,482,728
5,153 DTE Energy Co. 181,901
15,816 Public Service Enterprise Group, Inc. 445,220
-------------
2,109,849
-------------
OIL, GAS & CONSUMABLE FUELS -- 7.5%
14,044 Apache Corp. 1,156,243
70,458 Chevron Corp. 5,256,167
91,548 ConocoPhillips 4,762,327
14,315 Devon Energy Corp. 1,157,511
193,690 Exxon Mobil Corp. 14,356,303
18,930 Frontline Ltd. 601,974
6,731 Hess Corp. 405,273
2,887 Massey Energy Co. 66,661
43,955 McMoRan Exploration Co.(1) 623,721
5,370 Noble Energy, Inc. 278,273
28,024 Occidental Petroleum Corp. 1,556,453
38,187 Spectra Energy Corp. 738,155
38,197 Stone Energy Corp.(1) 1,158,897
14,340 Sunoco, Inc. 437,370
45,318 W&T Offshore, Inc. 868,746
-------------
33,424,074
-------------
PHARMACEUTICALS -- 4.2%
3,131 Abbott Laboratories 172,675
68,558 Eli Lilly & Co. 2,318,631
128,497 Johnson & Johnson 7,882,006
66,142 Merck & Co., Inc. 2,047,095
296,673 Pfizer, Inc. 5,254,079
63,340 Schering-Plough Corp. 917,797
-------------
18,592,283
-------------
REAL ESTATE INVESTMENT TRUSTS (REITS)(2)
15,803 Host Hotels & Resorts, Inc. 163,403
-------------
ROAD & RAIL -- 0.7%
9,235 Burlington Northern Santa Fe Corp. 822,469
12,251 CSX Corp. 560,116
12,175 Norfolk Southern Corp. 729,770
16,924 Union Pacific Corp. 1,130,015
-------------
3,242,370
-------------

- ------
11

Balanced

Shares/Principal Amount Value

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.8%
222,641 Amkor Technology, Inc.(1) $ 903,922
82,874 Intel Corp. 1,325,984
375,396 LSI Corp.(1) 1,445,275
7,253 National Semiconductor Corp. 95,522
-------------
3,770,703
-------------
SOFTWARE -- 1.5%
15,497 Autodesk, Inc.(1) 330,241
186,763 Microsoft Corp. 4,170,418
43,991 Oracle Corp.(1) 804,595
115,045 Symantec Corp.(1) 1,447,266
-------------
6,752,520
-------------
SPECIALTY RETAIL -- 1.0%
13,526 AutoZone, Inc.(1) 1,721,724
15,010 Best Buy Co., Inc. 402,418
162,467 Gap, Inc. (The) 2,102,323
25,530 RadioShack Corp. 323,210
-------------
4,549,675
-------------
TOBACCO -- 0.9%
66,073 Altria Group, Inc. 1,267,941
64,005 Philip Morris International, Inc. 2,782,297
-------------
4,050,238
-------------
TOTAL COMMON STOCKS
(Cost $310,119,239) 267,522,142
-------------

U.S. Government Agency Mortgage-Backed Securities(3) -- 20.4%

FIXED-RATE U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES -- 18.4%
$ 87,035 FHLMC, 7.00%, 10/1/12 91,806
1,952,438 FHLMC, 4.50%, 1/1/19(6) 1,872,636
120,186 FHLMC, 6.50%, 1/1/28 123,029
979,748 FHLMC, 5.50%, 12/1/33(6) 957,999
3,249,906 FHLMC, 5.50%, 1/1/38(6) 3,172,179
1,170,841 FHLMC, 6.00%, 8/1/38(6) 1,169,633
224,600 FHLMC, 6.50%, 7/1/47 222,003
18,598,092 FNMA, 6.00%, settlement date 11/13/08(4) 18,589,369
5,390,000 FNMA, 6.50%, settlement date 11/13/08(4) 5,463,272
20,024 FNMA, 6.00%, 2/1/09 20,111
11,873 FNMA, 6.50%, 5/1/11 12,149
122,355 FNMA, 7.50%, 11/1/11 128,149
741 FNMA, 6.50%, 10/1/12 759
10,189 FNMA, 6.50%, 5/1/13 10,435
4,417 FNMA, 6.50%, 5/1/13 4,524
25,829 FNMA, 6.50%, 6/1/13 26,453

Shares/Principal Amount Value

$ 1,544 FNMA, 6.50%, 6/1/13 $1,581
3,704 FNMA, 6.50%, 6/1/13 3,791
27,743 FNMA, 6.50%, 6/1/13 28,413
13,031 FNMA, 6.50%, 6/1/13 13,346
86,731 FNMA, 6.00%, 1/1/14 87,768
311,713 FNMA, 6.00%, 4/1/14 315,440
788,477 FNMA, 4.50%, 5/1/19 755,018
1,535,162 FNMA, 4.50%, 5/1/19(6) 1,470,017
2,960,010 FNMA, 5.00%, 9/1/20(6) 2,900,539
27,762 FNMA, 6.50%, 1/1/28 28,419
127,550 FNMA, 7.00%, 1/1/28 132,840
143,063 FNMA, 6.50%, 1/1/29 146,447
189,793 FNMA, 7.50%, 7/1/29 199,608
69,229 FNMA, 7.50%, 9/1/30 72,665
120,605 FNMA, 6.50%, 9/1/31 123,307
39,555 FNMA, 7.00%, 9/1/31 40,975
227,449 FNMA, 6.50%, 1/1/32 232,475
447,323 FNMA, 7.00%, 6/1/32 463,200
218,773 FNMA, 6.50%, 8/1/32 223,607
1,448,118 FNMA, 5.50%, 6/1/33(6) 1,418,401
1,886,170 FNMA, 5.50%, 7/1/33(6) 1,847,464
1,527,881 FNMA, 5.50%, 8/1/33(6) 1,496,528
926,879 FNMA, 5.50%, 9/1/33 907,859
4,783,343 FNMA, 5.00%, 11/1/33(6) 4,542,632
6,859,501 FNMA, 5.50%, 1/1/34(6) 6,720,125
4,594,390 FNMA, 4.50%, 9/1/35 4,177,640
5,309,722 FNMA, 5.00%, 2/1/36 5,035,884
2,354,172 FNMA, 5.50%, 4/1/36 2,302,919
4,716,599 FNMA, 5.50%, 5/1/36 4,613,914
1,792,747 FNMA, 5.50%, 2/1/37 1,752,877
3,252,613 FNMA, 6.50%, 8/1/37 3,257,288
135,560 FNMA, 6.50%, 6/1/47 133,993
450,529 FNMA, 6.50%, 8/1/47 445,320
328,289 FNMA, 6.50%, 8/1/47 324,493
770,616 FNMA, 6.50%, 9/1/47 761,706
55,551 FNMA, 6.50%, 9/1/47 54,908
541,848 FNMA, 6.50%, 9/1/47 535,582
384,409 FNMA, 6.50%, 9/1/47 379,965
444,775 FNMA, 6.50%, 9/1/47 439,632
193,405 GNMA, 7.00%, 4/20/26 198,473
104,577 GNMA, 7.50%, 8/15/26 110,679
34,245 GNMA, 7.00%, 2/15/28 35,173
75,069 GNMA, 7.50%, 2/15/28 79,287
56,870 GNMA, 7.00%, 12/15/28 58,411
15,693 GNMA, 8.00%, 12/15/29 16,782
226,224 GNMA, 7.00%, 5/15/31 231,858
1,410,370 GNMA, 5.50%, 11/15/32 1,387,782
-------------
82,371,537
-------------

- ------
12

Balanced

Shares/Principal Amount Value

ADJUSTABLE-RATE U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES -- 2.0%
$1,732,556 FHLMC, VRN, 6.78%, 9/1/10 $ 1,759,868
2,332,245 FHLMC, VRN, 6.00%, 11/1/11 2,359,286
1,322,465 FNMA, VRN, 6.49%, 1/1/10 1,346,652
1,138,359 FNMA, VRN, 6.46%, 6/1/11 1,164,675
947,607 FNMA, VRN, 6.42%, 7/1/11 967,125
1,218,728 FNMA, VRN, 5.95%, 5/1/12 1,237,827
-------------
8,835,433
-------------
TOTAL U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES
(Cost $92,554,738) 91,206,970
-------------

Corporate Bonds -- 9.7%

AEROSPACE & DEFENSE -- 0.3%
262,000 Honeywell International, Inc., 5.30%, 3/15/17 234,985
230,000 Honeywell International, Inc., 5.30%, 3/1/18 202,883
378,000 Lockheed Martin Corp., 6.15%, 9/1/36 324,324
454,000 United Technologies Corp., 6.05%, 6/1/36 382,275
200,000 United Technologies Corp., 6.125%, 7/15/38 172,613
-------------
1,317,080
-------------
AUTOMOBILES -- 0.1%
260,000 DaimlerChrysler N.A. Holding Corp., 5.875%,
3/15/11 212,385
330,000 DaimlerChrysler N.A. Holding Corp., 6.50%,
11/15/13 247,699
-------------
460,084
-------------
BEVERAGES -- 0.4%
580,000 Coca-Cola Co. (The), 5.35%, 11/15/17 527,766
460,000 Diageo Capital plc, 5.75%, 10/23/17 396,384
670,000 SABMiller plc, 6.20%, 7/1/11(5) 680,996
-------------
1,605,146
-------------
CAPITAL MARKETS -- 0.4%
550,000 Credit Suisse (New York), 5.00%, 5/15/13 496,701
330,000 Deutsche Bank AG (London), 4.875%, 5/20/13 307,949
609,000 Merrill Lynch & Co., Inc., 4.79%, 8/4/10 561,757
210,000 Morgan Stanley, 6.00%, 4/28/15 170,935
320,000 Morgan Stanley, 6.625%, 4/1/18 266,847
-------------
1,804,189
-------------

Shares/Principal Amount Value

CHEMICALS -- 0.1%
$ 340,000 Air Products & Chemicals, Inc., 4.15%, 2/1/13 $ 308,024
240,000 Rohm & Haas Co., 5.60%, 3/15/13 229,830
-------------
537,854
-------------
COMMERCIAL BANKS -- 0.6%
280,000 KeyCorp, 6.50%, 5/14/13 246,842
450,000 PNC Bank N.A., 4.875%, 9/21/17 361,909
290,000 PNC Bank N.A., 6.00%, 12/7/17 252,404
328,000 PNC Funding Corp., 5.125%, 12/14/10 326,205
110,000 SunTrust Bank, 7.25%, 3/15/18 92,329
373,000 Wachovia Bank N.A., 4.80%, 11/1/14 313,352
583,000 Wachovia Bank N.A., 4.875%, 2/1/15 499,174
516,000 Wells Fargo & Co., 4.625%, 8/9/10 514,256
140,000 Wells Fargo Bank N.A., 6.45%, 2/1/11 139,967
-------------
2,746,438
-------------
COMMERCIAL SERVICES & SUPPLIES(2)
230,000 Pitney Bowes, Inc., 5.75%, 9/15/17 203,372
-------------
CONSUMER FINANCE -- 0.5%
250,000 American Express Centurion Bank, 4.375%, 7/30/09 243,336
300,000 American Express Centurion Bank, 5.55%, 10/17/12 251,329
340,000 General Electric Capital Corp., 6.125%, 2/22/11 336,832
220,000 General Electric Capital Corp., 4.80%, 5/1/13 197,982
450,000 General Electric Capital Corp., 5.625%, 9/15/17 368,744
220,000 John Deere Capital Corp., 4.50%, 4/3/13 199,728
532,000 John Deere Capital Corp., 5.50%, 4/13/17 456,991
-------------
2,054,942
-------------
DIVERSIFIED FINANCIAL SERVICES -- 0.6%
580,000 Bank of America Corp., 4.375%, 12/1/10 565,596
420,000 Bank of America N.A., 5.30%, 3/15/17 354,689
360,000 Bank of America N.A., 6.00%, 10/15/36 276,955
330,000 Citigroup, Inc., 5.50%, 4/11/13 302,265

- ------
13

Balanced

Shares/Principal Amount Value

$ 402,000 Citigroup, Inc., 5.00%, 9/15/14 $ 318,035
320,000 Citigroup, Inc., 6.125%, 5/15/18 274,799
450,000 Pricoa Global Funding I, 5.40%, 10/18/12(5) 415,428
-------------
2,507,767
-------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 0.6%
350,000 AT&T, Inc., 6.80%, 5/15/36 296,606
110,000 AT&T, Inc., 6.40%, 5/15/38 88,050
70,000 BellSouth Corp., 6.875%, 10/15/31 56,776
350,000 British Telecommunications plc, 5.95%, 1/15/18 277,955
219,000 Embarq Corp., 7.08%, 6/1/16 168,859
120,000 Qwest Corp., 7.875%, 9/1/11 104,700
200,000 Qwest Corp., 7.50%, 10/1/14 155,000
490,000 Telecom Italia Capital SA, 4.00%, 1/15/10 441,836
280,000 Telefonica Emisiones SAU, 7.05%, 6/20/36 222,023
304,000 Verizon Communications, Inc., 5.55%, 2/15/16 265,886
230,000 Verizon Communications, Inc., 5.50%, 2/15/18 193,597
216,000 Verizon Communications, Inc., 6.25%, 4/1/37 166,880
350,000 Verizon Communications, Inc., 6.40%, 2/15/38 273,946
-------------
2,712,114
-------------
ELECTRIC UTILITIES -- 0.5%
420,000 Carolina Power & Light Co., 5.15%, 4/1/15 381,600
401,000 Cleveland Electric Illuminating Co. (The), 5.70%,
4/1/17 320,214
266,000 Florida Power Corp., 4.50%, 6/1/10 260,300
230,000 Florida Power Corp., 6.35%, 9/15/37 201,224
420,000 Pacific Gas & Electric Co., 4.20%, 3/1/11 400,467
163,000 Pacific Gas & Electric Co., 5.80%, 3/1/37 121,507
220,000 Pacific Gas & Electric Co., 6.35%, 2/15/38 172,958
345,000 Southern California Edison Co., 5.625%, 2/1/36 273,469
190,000 Toledo Edison Co. (The), 6.15%, 5/15/37 131,774
-------------
2,263,513
-------------
ELECTRICAL EQUIPMENT -- 0.1%
320,000 Rockwell Automation, Inc., 6.25%, 12/1/37 272,750
-------------

Shares/Principal Amount Value

FOOD & STAPLES RETAILING -- 0.4%
$ 330,000 CVS Caremark Corp., 5.75%, 6/1/17 $ 266,922
460,000 SYSCO Corp., 4.20%, 2/12/13 450,038
220,000 Wal-Mart Stores, Inc., 4.25%, 4/15/13 214,100
468,000 Wal-Mart Stores, Inc., 5.875%, 4/5/27 400,192
330,000 Wal-Mart Stores, Inc., 6.50%, 8/15/37 296,390
220,000 Wal-Mart Stores, Inc., 6.20%, 4/15/38 190,027
-------------
1,817,669
-------------
FOOD PRODUCTS -- 0.3%
350,000 Cargill, Inc., 5.20%, 1/22/13(5) 318,562
170,000 General Mills, Inc., 5.65%, 9/10/12 157,168
220,000 Kellogg Co., 6.60%, 4/1/11 221,905
320,000 Kellogg Co., 5.125%, 12/3/12 305,706
330,000 Kraft Foods, Inc., 6.00%, 2/11/13 308,798
-------------
1,312,139
-------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 0.3%
710,000 Baxter Finco BV, 4.75%, 10/15/10 695,626
500,000 Baxter International, Inc., 5.90%, 9/1/16 467,926
220,000 Baxter International, Inc., 5.375%, 6/1/18 195,418
230,000 Baxter International, Inc., 6.25%, 12/1/37 197,235
-------------
1,556,205
-------------
HOTELS, RESTAURANTS & LEISURE -- 0.2%
560,000 McDonald's Corp., 5.35%, 3/1/18 500,806
230,000 McDonald's Corp., 6.30%, 10/15/37 201,814
310,000 Royal Caribbean Cruises Ltd., 7.00%, 6/15/13 217,000
230,000 Yum! Brands, Inc., 6.875%, 11/15/37 149,580
-------------
1,069,200
-------------
HOUSEHOLD PRODUCTS(2)
230,000 Kimberly-Clark Corp., 6.125%, 8/1/17 214,913
-------------
INDUSTRIAL CONGLOMERATES -- 0.3%
1,208,000 General Electric Co., 5.00%, 2/1/13 1,140,986
230,000 General Electric Co., 5.25%, 12/6/17 192,986
-------------
1,333,972
-------------

- ------
14

Balanced

Shares/Principal Amount Value

INSURANCE -- 0.5%
$ 423,000 Hartford Financial Services Group, Inc. (The),
5.375%, 3/15/17 $ 296,367
230,000 Hartford Financial Services Group, Inc. (The),
6.30%, 3/15/18 164,202
460,000 Lincoln National Corp., 6.30%, 10/9/37 300,626
750,000 MetLife Global Funding I, 5.125%, 4/10/13(5) 671,336
550,000 New York Life Global Funding, 4.65%, 5/9/13(5) 516,236
270,000 Prudential Financial, Inc., 5.40%, 6/13/35 154,163
230,000 Travelers Cos., Inc. (The), 6.25%, 6/15/37 174,619
-------------
2,277,549
-------------
MACHINERY(2)
230,000 Caterpillar Financial Services Corp., 4.85%,
12/7/12 213,929
-------------
MEDIA -- 0.7%
489,000 Comcast Corp., 5.90%, 3/15/16 421,832
220,000 Comcast Corp., 5.70%, 5/15/18 182,312
220,000 Comcast Corp., 6.40%, 5/15/38 168,303
271,000 News America Holdings, Inc., 7.75%, 1/20/24 229,181
320,000 Pearson Dollar Finance Two plc, 6.25%, 5/6/18(5) 267,435
680,000 Rogers Cable, Inc., 6.25%, 6/15/13 625,138
650,000 Time Warner Cable, Inc., 5.40%, 7/2/12 583,301
550,000 Time Warner Cable, Inc., 6.75%, 7/1/18 473,055
195,000 Time Warner, Inc., 5.50%, 11/15/11 172,625
70,000 Time Warner, Inc., 7.625%, 4/15/31 55,982
-------------
3,179,164
-------------
METALS & MINING -- 0.2%
350,000 ArcelorMittal, 6.125%, 6/1/18(5) 241,825
660,000 Rio Tinto Finance USA Ltd., 5.875%, 7/15/13 563,957
197,000 Xstrata Finance Canada Ltd., 5.80%, 11/15/16(5) 151,139
-------------
956,921
-------------

Shares/Principal Amount Value

MULTI-UTILITIES -- 0.3%
$ 230,000 CenterPoint Energy Resources Corp., 6.125%,
11/1/17 $176,911
330,000 CenterPoint Energy Resources Corp., 6.25%, 2/1/37 206,674
258,000 Dominion Resources, Inc., 4.75%, 12/15/10 249,725
230,000 Dominion Resources, Inc., 6.40%, 6/15/18 195,443
460,000 NSTAR Electric Co., 5.625%, 11/15/17 411,344
-------------
1,240,097
-------------
MULTILINE RETAIL -- 0.2%
175,000 Federated Retail Holdings, Inc., 5.35%, 3/15/12 131,988
240,000 Kohl's Corp., 6.875%, 12/15/37 163,261
600,000 Macy's Retail Holdings, Inc., 5.875%, 1/15/13 437,799
-------------
733,048
-------------
OIL, GAS & CONSUMABLE FUELS -- 0.7%
260,000 Canadian Natural Resources Ltd., 5.70%, 5/15/17 216,028
230,000 Canadian Natural Resources Ltd., 6.75%, 2/1/39 169,945
450,000 Enbridge Energy Partners LP, 6.50%, 4/15/18 375,849
785,000 Enterprise Products Operating LP, 4.95%, 6/1/10 747,253
260,000 Enterprise Products Operating LP, 6.30%, 9/15/17 212,958
340,000 Nexen, Inc., 6.40%, 5/15/37 231,954
613,000 Premcor Refining Group, Inc. (The), 6.125%, 5/1/11 615,656
120,000 TransCanada PipeLines Ltd., 6.20%, 10/15/37 81,958
342,000 XTO Energy, Inc., 5.30%, 6/30/15 280,512
272,000 XTO Energy, Inc., 6.10%, 4/1/36 187,413
110,000 XTO Energy, Inc., 6.375%, 6/15/38 77,284
-------------
3,196,810
-------------
PHARMACEUTICALS -- 0.7%
450,000 Abbott Laboratories, 5.875%, 5/15/16 431,116
210,000 Abbott Laboratories, 5.60%, 11/30/17 193,872
1,020,000 AstraZeneca plc, 5.40%, 9/15/12 1,004,847
360,000 AstraZeneca plc, 5.90%, 9/15/17 333,222
550,000 GlaxoSmithKline Capital, Inc., 4.85%, 5/15/13 522,414

- ------
15

Balanced

Shares/Principal Amount Value

$ 330,000 GlaxoSmithKline Capital, Inc., 6.375%, 5/15/38 $ 279,137
272,000 Wyeth, 5.95%, 4/1/37 220,955
-------------
2,985,563
-------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.1%
490,000 ProLogis, 5.625%, 11/15/16 268,097
-------------
ROAD & RAIL -- 0.1%
340,000 Union Pacific Corp., 5.75%, 11/15/17 288,835
-------------
SOFTWARE -- 0.3%
254,000 Intuit, Inc., 5.75%, 3/15/17 197,444
1,110,000 Oracle Corp., 5.75%, 4/15/18 973,661
-------------
1,171,105
-------------
SPECIALTY RETAIL -- 0.1%
230,000 Lowe's Cos., Inc., 5.60%, 9/15/12 227,952
-------------
WIRELESS TELECOMMUNICATION SERVICES -- 0.1%
410,000 Rogers Communications, Inc., 6.80%, 8/15/18 359,791
313,000 Vodafone Group plc, 5.625%, 2/27/17 256,177
-------------
615,968
-------------
TOTAL CORPORATE BONDS
(Cost $49,866,504) 43,144,385
-------------

Collateralized Mortgage Obligations(3) -- 4.7%

PRIVATE SPONSOR COLLATERALIZED MORTGAGE OBLIGATIONS -- 2.9%
1,482,845 Banc of America Alternative Loan Trust, Series
2007-2, Class 2A4, 5.75%, 6/25/37 1,346,193
4,457,320 Countrywide Home Loan Mortgage Pass-Through
Trust, Series 2007-16, Class A1, 6.50%, 10/25/37 3,365,086
1,000,000 Credit Suisse First Boston Mortgage Securities
Corp., Series 2002 CKN2, Class A3 SEQ, 6.13%,
4/15/37 943,469
5,000,000 Credit Suisse First Boston Mortgage Securities
Corp., Series 2002 CKP1, Class B, 6.57%, 12/15/35 4,771,694
1,059,446 Credit Suisse First Boston Mortgage Securities
Corp., Series 2003 AR28, Class 2A1, VRN, 4.92%,
11/1/08 1,016,456
82,292 MASTR Alternative Loans Trust, Series 2003-8,
Class 4A1, 7.00%, 12/25/33 68,638

Shares/Principal Amount Value

$ 767,731 Thornburg Mortgage Securities Trust, Series
2006-5, Class A1, VRN, 3.38%, 11/25/08, resets
monthly off the 1-month LIBOR plus 0.12% with no
caps $ 696,641
875,000 Washington Mutual Mortgage Pass-Through
Certificates, Series 2005 AR4, Class A3, VRN,
4.59%, 11/1/08 840,793
-------------
13,048,970
-------------
U.S. GOVERNMENT AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.8%
225,983 FHLMC, Series 77, Class H, 8.50%, 9/15/20 244,347
253,701 FHLMC, Series 2541, Class EA, 5.00%, 3/15/16 255,497
1,215,721 FHLMC, Series 2567, Class OD, 5.00%, 8/15/15 1,225,544
1,200,000 FHLMC, Series 2926, Class EW SEQ, 5.00%, 1/15/25 1,082,202
418,891 FHLMC, Series 2937, Class KA, 4.50%, 12/15/14 420,223
2,388,335 FNMA, Series 2005-63, Class HA SEQ, 5.00%, 4/25/23 2,394,199
2,187,884 FNMA, Series 2006-44, Class OA, 5.50%, 12/25/26 2,218,963
-------------
7,840,975
-------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $22,742,222) 20,889,945
-------------

Commercial Mortgage-Backed Securities(3) -- 4.0%

2,169,000 Banc of America Commercial Mortgage, Inc., Series
2004-2, Class A3 SEQ, 4.05%, 11/10/38 2,048,866
900,000 Banc of America Commercial Mortgage, Inc., Series
2006-6, Class A3 SEQ, 5.37%, 10/10/45 731,505
9,798,886 Banc of America Commercial Mortgage, Inc. STRIPS-
COUPON, Series 2004-1, Class XP, VRN, 0.63%,
11/1/08 136,931
1,316,742 Bear Stearns Commercial Mortgage Securities
Trust, Series 2006 BBA7, Class A1, VRN, 4.67%,
11/15/08, resets monthly off the 1-month LIBOR
plus 0.11% with no caps(5) 1,172,495
15,179,050 Bear Stearns Commercial Mortgage Securities Trust
STRIPS-COUPON, Series 2004 T16, Class X2, VRN,
0.72%, 11/1/08 322,705

- ------
16

Balanced

Shares/Principal Amount Value

$ 75,055 Commercial Mortgage Pass-Through Certificates,
Series 2005 F10A, Class A1, VRN, 4.66%, 11/15/08,
resets monthly off the 1-month LIBOR plus 0.10%
with no caps(5) $69,519
500,000 Credit Suisse First Boston Mortgage Securities
Corp., Series 2000 C1, Class B, VRN, 7.66%,
11/1/08 501,642
800,000 Credit Suisse First Boston Mortgage Securities
Corp., Series 2001 CK3, Class A4 SEQ, 6.53%,
6/15/34 778,794
1,200,000 Credit Suisse Mortgage Capital Certificates,
Series 2007 TF2A, Class A1, VRN, 4.74%, 11/15/08,
resets monthly off the 1-month LIBOR plus 0.18%
with no caps(5) 1,058,277
1,660,000 Greenwich Capital Commercial Funding Corp.,
Series 2005 GG3, Class A2 SEQ, 4.31%, 8/10/42 1,598,331
186,409 Greenwich Capital Commercial Funding Corp.,
Series 2006 FL4A, Class A1, VRN, 4.14%, 11/5/08,
resets monthly off the 1-month LIBOR plus 0.09%
with no caps(5) 157,933
291,861 GS Mortgage Securities Corp. II, Series 2007 EOP,
Class A1, VRN, 4.14%, 11/6/08, resets monthly off
the 1-month LIBOR plus 0.09% with no caps(5) 246,605
3,200,000 LB-UBS Commercial Mortgage Trust, Series 2003 C3,
Class A3 SEQ, 3.85%, 5/15/27 2,915,756
894,691 LB-UBS Commercial Mortgage Trust, Series 2004 C1,
Class A2 SEQ, 3.62%, 1/15/29 876,220
509,076 LB-UBS Commercial Mortgage Trust, Series 2004 C4,
Class A2, VRN, 4.57%, 11/1/08 503,224
1,279,047 LB-UBS Commercial Mortgage Trust, Series 2005 C2,
Class A2 SEQ, 4.82%, 4/15/30 1,220,880
3,000,000 LB-UBS Commercial Mortgage Trust, Series 2005 C3,
Class A3 SEQ, 4.65%, 7/15/30 2,688,912
180,581 Lehman Brothers Floating Rate Commercial Mortgage
Trust, Series 2006 LLFA, Class A1, VRN, 4.64%,
11/15/08, resets monthly off the 1-month LIBOR
plus 0.08% with no caps(5) 154,558

Shares/Principal Amount Value

$ 698,724 Merrill Lynch Floating Trust, Series 2006-1,
Class A1, VRN, 4.63%, 11/15/08, resets monthly
off the 1-month LIBOR plus 0.07% with no caps(5) $ 589,167
-------------
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Cost $19,238,848) 17,772,320
-------------

Municipal Securities -- 2.3%

3,700,000 Clark County School District GO, Series 2004 D,
(Building Bonds), 5.00%, 12/15/14, Prerefunded at
100% of Par (MBIA)(7) 4,000,588
3,600,000 Clark County School District GO, Series 2005 C,
(Building Bonds), 5.00%, 12/15/15, Prerefunded at
100% of Par (FSA)(7) 3,902,004
1,580,000 Georgia GO, Series 2008 B, 5.00%, 7/1/18 1,671,766
800,000 Illinois GO, (Taxable Pension), 5.10%, 6/1/33 701,512
-------------
TOTAL MUNICIPAL SECURITIES
(Cost $10,389,807) 10,275,870
-------------

U.S. Treasury Securities and Equivalents -- 2.1%

310,000 U.S. Treasury Bonds, 6.25%, 5/15/30 373,066
929,000 U.S. Treasury Bonds, 4.75%, 2/15/37(6) 980,458
2,735,892 U.S. Treasury Inflation Indexed Notes, 3.00%,
7/15/12(6) 2,668,857
2,964,625 U.S. Treasury Inflation Indexed Notes, 2.00%,
1/15/14(6) 2,715,069
2,823,957 U.S. Treasury Inflation Indexed Notes, 1.625%,
1/15/18(6) 2,448,794
-------------
TOTAL U.S. TREASURY SECURITIES AND EQUIVALENTS
(Cost $10,217,903) 9,186,244
-------------

U.S. Government Agency Securities -- 0.5%

2,200,000 FNMA, 5.00%, 2/13/17
(Cost $2,248,069) 2,172,295
-------------

Asset-Backed Securities(3) -- 0.4%

153,535 Accredited Mortgage Loan Trust, Series 2006-2,
Class A1, VRN, 3.30%, 11/25/08, resets monthly
off the 1-month LIBOR plus 0.04% with no caps 152,024
1,000,000 CNH Equipment Trust, Series 2007 C, Class A3A
SEQ, 5.21%, 12/15/11 995,041

- ------
17

Balanced

Shares/Principal Amount Value

$ 121,541 Long Beach Mortgage Loan Trust, Series 2006-6,
Class 2A1, VRN, 3.30%, 11/25/08, resets monthly
off the 1-month LIBOR plus 0.04% with no caps $ 121,011
252,993 SLM Student Loan Trust, Series 2006-5, Class A2,
VRN, 3.53%, 1/26/09, resets quarterly off the
3-month LIBOR minus 0.01% with no caps 252,133
127,794 SLM Student Loan Trust, Series 2006-10, Class A2,
VRN, 3.55%, 1/26/09, resets quarterly off the
3-month LIBOR plus 0.01% with no caps 127,436
-------------
TOTAL ASSET-BACKED SECURITIES
(Cost $1,655,804) 1,647,645
-------------

Shares/Principal Amount Value

Sovereign Governments & Agencies(2)

$ 145,000 Hydro Quebec, 8.40%, 1/15/22
(Cost $169,832) $ 189,952
-------------

Temporary Cash Investments -- 2.7%

12,039,615 JPMorgan U.S. Treasury Plus Money Market Fund
Agency Shares(6)
(Cost $12,039,615) 12,039,615
-------------
TOTAL INVESTMENT SECURITIES -- 106.8%
(Cost $531,242,581) 476,047,383
-------------
OTHER ASSETS AND LIABILITIES -- (6.8)% (30,150,855)
-------------
TOTAL NET ASSETS -- 100.0% $445,896,528
=============

Futures Contracts
Underlying Face Unrealized
Contracts Purchased Expiration Date Amount at Value Gain (Loss)

18 U.S. Long Bond December 2008 $2,036,250 $(103,287)
37 U.S. Treasury
2-Year Notes December 2008 7,948,641 97,042
------------- -------------
$9,984,891 $ (6,245)
============= =============

Underlying Face Unrealized
Contracts Sold Expiration Date Amount at Value Gain (Loss)

70 U.S. Treasury
10-Year Notes December 2008 $7,915,469 $30,468
============= =============

Swap Agreements
Unrealized
Notional Amount Description of Agreement Expiration Date Gain (Loss)

CREDIT DEFAULT

$ 240,000 Pay quarterly a fixed rate March 2013 $(1,681)
equal to 0.70% multiplied by
the notional amount and receive
from Barclays Bank plc upon
each default event of Rohm &
Haas Co., par value of the
proportional notional amount of
Rohm & Haas Co., 7.85%, 7/15/29.
970,000 Pay quarterly a fixed rate June 2013 2,127
equal to 0.60% multiplied by
the notional amount and receive
from Deutsche Bank AG upon each
default event of Marsh &
McLennan Cos., Inc., par value
of the proportional notional
amount of Marsh & McLennan
Cos., Inc., 5.375%, 7/15/14.
653,000 Pay quarterly a fixed rate December 2013 2,271
equal to 0.595% multiplied by
the notional amount and receive
from Deutsche Bank AG upon each
default event of Hartford
Financial Services Group, Inc.,
par value of the proportional
notional amount of Hartford
Financial Services Group, Inc.,
4.75%, 3/1/14.
2,650,000 Pay quarterly a fixed rate March 2017 87,035
equal to 0.12% multiplied by
the notional amount and receive
from Barclays Bank plc upon
each default event of Pfizer
Inc., par value of the
proportional notional amount of
Pfizer Inc., 4.65%, 3/1/18.
-------------
$89,752
=============

- ------
18

Balanced

Notes to Schedule of Investments

Equivalent = Security whose principal payments are secured by U.S. Treasury

ETF = Exchange Traded Fund

FHLMC = Federal Home Loan Mortgage Corporation

FNMA = Federal National Mortgage Association

FSA = Financial Security Assurance, Inc.

GNMA = Government National Mortgage Association

GO = General Obligation

LB-UBS = Lehman Brothers, Inc. -- UBS AG

LIBOR = London Interbank Offered Rate

MASTR = Mortgage Asset Securitization Transactions, Inc.

MBIA = MBIA Insurance Corporation

resets = The frequency with which a security's coupon changes, based on
current market conditions or an underlying index. The more frequently a
security resets, the less risk the investor is taking that the coupon will
vary significantly from current market rates.

SEQ = Sequential Payer

SPDR = Standard & Poor's Depositary Receipts

STRIPS = Separate Trading of Registered Interest and Principal of Securities

VRN = Variable Rate Note. Interest reset date is indicated. Rate shown is
effective October 31, 2008.

(1) Non-income producing.

(2) Category is less than 0.05% of total net assets.

(3) Final maturity indicated, unless otherwise noted.

(4) Forward commitment.

(5) Security was purchased under Rule 144A of the Securities Act of 1933 or is
a private placement and, unless registered under the Act or exempted from
registration, may only be sold to qualified institutional investors. The
aggregate value of these securities at October 31, 2008 was $6,711,511, which
represented 1.5% of total net assets.

(6) Security, or portion thereof, has been segregated for forward commitments,
futures contracts and/or swap agreements. At period end, the aggregate value
of securities pledged was $42,047,000.

(7) Escrowed to maturity in U.S. government securities or state and local
government securities.

Industry classifications are unaudited.

See Notes to Financial Statements.

- ------
19

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008

ASSETS

Investment securities, at value (cost of $531,242,581) $476,047,383

Cash 888,308

Receivable for investments sold 4,372,795

Receivable for capital shares sold 97,927

Unrealized appreciation on swap agreements 91,433

Dividends and interest receivable 1,981,439
--------------
483,479,285
--------------

LIABILITIES

Payable for investments purchased 36,318,637

Payable for capital shares purchased 917,942

Payable for variation margin on futures contracts 158

Unrealized depreciation on swap agreements 1,681

Accrued management fees 344,339
--------------
37,582,757
--------------

NET ASSETS $445,896,528
==============
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $513,785,108

Undistributed net investment income 1,340,022

Accumulated net realized loss on investment transactions (14,148,625)

Net unrealized depreciation on investments (55,079,977)
--------------
$445,896,528
==============
INVESTOR CLASS, $0.01 PAR VALUE

Net assets $439,969,416

Shares outstanding 34,754,078

Net asset value per share $12.66

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $5,927,112

Shares outstanding 468,123

Net asset value per share $12.66

See Notes to Financial Statements.

- ------
20

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008

INVESTMENT INCOME (LOSS)

INCOME:

Interest $ 12,527,797

Dividends (net of foreign taxes withheld of $19,063) 6,090,753

Securities lending, net 195,958
--------------
18,814,508
--------------

EXPENSES:

Management fees 5,100,209

Distribution and service fees -- Advisor Class 2,761

Directors' fees and expenses 14,990

Other expenses 4,322
--------------
5,122,282
--------------

NET INVESTMENT INCOME (LOSS) 13,692,226
--------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions (18,178,359)

Futures and swaps transactions 4,687,552
--------------
(13,490,807)
--------------

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

Investments (121,550,079)

Futures and swaps 150,265
--------------
(121,399,814)
--------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (134,890,621)
--------------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $(121,198,395)
==============

See Notes to Financial Statements.

- ------
21

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007

Increase (Decrease) in Net Assets 2008 2007

OPERATIONS

Net investment income (loss) $ 13,692,226 $ 13,585,777

Net realized gain (loss) (13,490,807) 41,026,936

Change in net unrealized
appreciation (depreciation) (121,399,814) 1,286,437
-------------- --------------
Net increase (decrease) in net assets resulting
from operations (121,198,395) 55,899,150
-------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

Investor Class (13,588,608) (13,376,037)

Institutional Class (152,831) (31,846)

Advisor Class -- (278,770)

From net realized gains:

Investor Class (40,498,231) (24,593,629)

Institutional Class (82,676) (48,992)

Advisor Class -- (617,315)
-------------- --------------
Decrease in net assets from distributions (54,322,346) (38,946,589)
-------------- --------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets
from capital share transactions (29,341,788) (20,109,153)
-------------- --------------

NET INCREASE (DECREASE) IN NET ASSETS (204,862,529) (3,156,592)

NET ASSETS

Beginning of period 650,759,057 653,915,649
-------------- --------------
End of period $ 445,896,528 $650,759,057
============== ==============

Undistributed net investment income $1,340,022 $1,445,049
============== ==============

See Notes to Financial Statements.

- ------
22

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MULTIPLE CLASS -- The fund is authorized to issue the Investor Class and the
Institutional Class. Prior to December 3, 2007, the fund was authorized to
issue the Advisor Class (see Note 9). The share classes differ principally in
their respective distribution and shareholder servicing expenses and
arrangements. All shares of the fund represent an equal pro rata interest in
the net assets of the class to which such shares belong, and have identical
voting, dividend, liquidation and other rights and the same terms and
conditions, except for class specific expenses and exclusive rights to vote on
matters affecting only individual classes. Income, non-class specific
expenses, and realized and unrealized capital gains and losses of the fund are
allocated to each class of shares based on their relative net assets.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Interest income is recorded on the
accrual basis and includes paydown gain (loss) and accretion of discounts and
amortization of premiums.

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

- ------
23

WHEN-ISSUED AND FORWARD COMMITMENTS -- The fund may engage in securities
transactions on a when-issued or forward commitment basis. In these
transactions, the securities' prices and yields are fixed on the date of the
commitment. In a when-issued transaction, the payment and delivery are
scheduled for a future date and during this period, securities are subject to
market fluctuations. In a forward commitment transaction, the fund may sell a
security and at the same time make a commitment to purchase the same security
at a future date at a specified price. Conversely, the fund may purchase a
security and at the same time make a commitment to sell the same security at a
future date at a specified price. These types of transactions are executed
simultaneously in what are known as "roll" transactions. The fund will
segregate cash, cash equivalents or other appropriate liquid securities on its
records in amounts sufficient to meet the purchase price. The fund accounts
for "roll" transactions as purchases and sales; as such these transactions may
increase portfolio turnover.

SWAP AGREEMENTS -- The fund may enter into swap agreements in order to attempt
to obtain or preserve a particular return or spread at a lower cost than
obtaining a return or spread through purchases and/or sales of instruments in
other markets; protect against currency fluctuations; attempt to manage
duration to protect against any increase in the price of securities the fund
anticipates purchasing at a later date; or gain exposure to certain markets in
the most economical way possible. A basic swap agreement is a contract in
which two parties agree to exchange the returns earned or realized on
predetermined investments or instruments. Credit default swaps enable an
investor to buy/sell protection against a credit event of a specific issuer.
The seller of credit protection against a security or basket of securities
receives an up-front or periodic payment to compensate against potential
default events. The fund may enhance returns by selling protection or attempt
to mitigate credit risk by buying protection. The fund will segregate cash,
cash equivalents or other appropriate liquid securities on its records in
amounts sufficient to meet requirements. Unrealized gains are reported as an
asset and unrealized losses are reported as a liability on the Statement of
Assets and Liabilities. Swap agreements are valued daily and changes in value,
including the periodic amounts of interest to be paid or received on swaps,
are recorded as unrealized appreciation (depreciation) on futures and swaps.
Realized gain or loss is recorded upon receipt or payment of a periodic
settlement or termination of swap agreements. The risks of entering into swap
agreements include the possible lack of liquidity, failure of the counterparty
to meet its obligations, and that there may be unfavorable changes in the
underlying investments and instruments.

- ------
24

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income are declared
and paid quarterly. Distributions from net realized gains, if any, are
generally declared and paid annually.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the fund, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of the
specific class of shares of the fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for the fund ranges from 0.80% to 0.90% for the Investor Class and
Advisor Class. The Institutional Class is 0.20% less at each point within the
range. The effective annual management fee for the year ended October 31, 2008
was 0.90% and 0.70%, for the Investor Class and Institutional Class,
respectively.

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a Master
Distribution and Individual Shareholder Services Plan (the plan) for the
Advisor Class, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that
the Advisor Class will pay American Century Investment Services, Inc. (ACIS)
an annual distribution and service fee equal to 0.25%. The fees are computed
and accrued daily based on the Advisor Class's daily net assets and paid
monthly in arrears. The fees are used to pay financial intermediaries for
distribution and individual shareholder services. Fees incurred under the plan
during the year ended October 31, 2008, are detailed in the Statement of
Operations.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity
investor in ACC. The fund has a securities lending agreement with JPMorgan
Chase Bank (JPMCB). Prior to December 12, 2007, the fund had a bank line of
credit agreement with JPMCB. JPMCB is a custodian of the fund and a wholly
owned subsidiary of JPM.

- ------
25

3. INVESTMENT TRANSACTIONS

Purchases of investment securities, excluding short-term investments, for the
year ended October 31, 2008, totaled $869,070,050, of which $421,773,671
represented U.S. Treasury and Agency obligations. Sales of investment
securities, excluding short-term investments, for the year ended October 31,
2008, totaled $925,285,266, of which $470,832,008 represented U.S. Treasury
and Agency obligations.

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the fund were as follows:

Year ended Year ended
October 31, 2008 October 31, 2007
Shares Amount Shares Amount
INVESTOR CLASS/
SHARES AUTHORIZED 250,000,000 200,000,000
============== ==============
Sold 2,498,883 $ 37,970,203 3,006,468 $ 51,143,165

Issued in
connection with
reclassification
(Note 9) 732,507 12,525,159 -- --

Issued in
reinvestment of
distributions 3,360,729 52,807,274 2,197,817 36,858,846

Redeemed (8,259,045) (125,882,923) (6,167,002) (105,041,020)
-------------- -------------- -------------- --------------
(1,666,926) (22,580,287) (962,717) (17,039,009)
-------------- -------------- -------------- --------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 15,000,000 15,000,000
============== ==============
Sold 511,350 7,883,323 26,034 443,053

Issued in
reinvestment of
distributions 15,330 235,507 4,818 80,838

Redeemed (135,139) (2,010,038) (26,339) (453,631)
-------------- -------------- -------------- --------------
391,541 6,108,792 4,513 70,260
-------------- -------------- -------------- --------------
ADVISOR CLASS/
SHARES AUTHORIZED N/A 50,000,000
============== ==============
Sold 5,330 90,447 203,936 3,468,589

Issued in
reinvestment of
distributions -- -- 46,532 776,513

Issued in
connection with
reclassification
(Note 9) (732,507) (12,525,159) -- --

Redeemed (25,768) (435,581) (430,742) (7,385,506)
-------------- -------------- -------------- --------------
(752,945) (12,870,293) (180,274) (3,140,404)
-------------- -------------- -------------- --------------
Net increase
(decrease) (2,028,330) $ (29,341,788) (1,138,478) $ (20,109,153)
============== ============== ============== ==============

5. SECURITIES LENDING

6. BANK LINE OF CREDIT

- ------
26

7. RISK FACTORS

8. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

2008 2007
DISTRIBUTIONS PAID FROM

Ordinary income $21,351,722 $14,401,841

Long-term capital gains $32,970,624 $24,544,748

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

Federal tax cost of investments $537,609,171
==============
Gross tax appreciation of investments $ 17,005,743

Gross tax depreciation of investments (78,567,531)
--------------
Net tax appreciation (depreciation) of investments $(61,561,788)
==============
Net tax appreciation (depreciation) on derivatives $ 90,998
--------------
Net tax appreciation (depreciation) $(61,470,790)
==============
Undistributed ordinary income $1,340,022

Accumulated capital losses $(7,757,812)

9. CORPORATE EVENT

On July 27, 2007, the Advisor Class shareholders of the fund approved a
reclassification of Advisor Class shares into Investor Class shares. The
change was approved by the Board of Directors on November 29, 2006 and March
7, 2007. The reclassification was effective on December 3, 2007.

- ------
27

10. RECENTLY ISSUED ACCOUNTING STANDARDS

11. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

The fund hereby designates up to the maximum amount allowable as qualified
dividend income for the fiscal year ended October 31, 2008.

For corporate taxpayers, the fund hereby designates $5,446,848, or up to the
maximum amount allowable, of ordinary income distributions paid during the
fiscal year ended October 31, 2008 as qualified for the corporate dividends
received deduction.

The fund hereby designates $32,970,624, or up to the maximum amount allowable,
of long-term capital gain distributions for the fiscal year ended October 31,
2008.

The fund hereby designates $7,605,985 of distributions as qualified short-term
capital gains for purposes of Internal Revenue Code Section 871.

- ------
28

FINANCIAL HIGHLIGHTS
Balanced

Investor Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period $17.47 $17.03 $16.52 $15.73 $14.77
-------- -------- -------- -------- --------
Income From
Investment Operations

Net Investment
Income (Loss)(1) 0.37 0.35 0.35 0.31 0.26

Net Realized and
Unrealized Gain (Loss) (3.69) 1.11 1.40 0.77 0.98
-------- -------- -------- -------- --------
Total From
Investment Operations (3.32) 1.46 1.75 1.08 1.24
-------- -------- -------- -------- --------
Distributions

From Net
Investment Income (0.37) (0.36) (0.35) (0.29) (0.28)

From Net Realized Gains (1.12) (0.66) (0.89) -- --
-------- -------- -------- -------- --------
Total Distributions (1.49) (1.02) (1.24) (0.29) (0.28)
-------- -------- -------- -------- --------
Net Asset Value,
End of Period $12.66 $17.47 $17.03 $16.52 $15.73
======== ======== ======== ======== ========

TOTAL RETURN(2) (20.52)% 8.92% 11.04% 6.89% 8.46%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to
Average Net Assets 0.90% 0.90% 0.90% 0.90% 0.90%

Ratio of Net Investment
Income (Loss) to
Average Net Assets 2.42% 2.08% 2.13% 1.89% 1.65%

Portfolio Turnover Rate 153% 161% 197% 206% 204%

Net Assets, End of Period
(in millions) $440 $636 $637 $615 $595

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

- ------
29

Balanced

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period $17.47 $17.04 $16.53 $15.73 $14.78
-------- -------- -------- -------- --------
Income From
Investment Operations

Net Investment
Income (Loss)(1) 0.39 0.39 0.38 0.33 0.28

Net Realized and
Unrealized Gain (Loss) (3.68) 1.09 1.40 0.80 0.98
-------- -------- -------- -------- --------
Total From
Investment Operations (3.29) 1.48 1.78 1.13 1.26
-------- -------- -------- -------- --------
Distributions

From Net
Investment Income (0.40) (0.39) (0.38) (0.33) (0.31)

From Net Realized Gains (1.12) (0.66) (0.89) -- --
-------- -------- -------- -------- --------
Total Distributions (1.52) (1.05) (1.27) (0.33) (0.31)
-------- -------- -------- -------- --------
Net Asset Value,
End of Period $12.66 $17.47 $17.04 $16.53 $15.73
======== ======== ======== ======== ========

TOTAL RETURN(2) (20.37)% 9.07% 11.26% 7.17% 8.61%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to
Average Net Assets 0.70% 0.70% 0.70% 0.70% 0.70%

Ratio of Net Investment
Income (Loss) to
Average Net Assets 2.62% 2.28% 2.33% 2.09% 1.85%

Portfolio Turnover Rate 153% 161% 197% 206% 204%

Net Assets, End of Period
(in thousands) $5,927 $1,338 $1,228 $1,237 $225

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

- ------
30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Balanced Fund, one of the funds
constituting American Century Mutual Funds, Inc. (the "Corporation"), as of
October 31, 2008, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements and financial highlights
based on our audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Balanced Fund, one of the funds constituting American Century Mutual Funds,
Inc., as of October 31, 2008, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008

- ------
31

MANAGEMENT

INTERESTED DIRECTORS

- ------
32

INDEPENDENT DIRECTORS

ANDREA C. HALL, Ph.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUND: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

- ------
33

OFFICERS

The SAI has additional information about the fund's directors and is available
without charge, upon request, by calling 1-800-345-2021.

- ------
34

APPROVAL OF MANAGEMENT AGREEMENT
Balanced

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Balanced (the "fund") and the services
provided to the fund under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the fund to the cost of owning a similar
fund;

* data comparing the fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

FACTORS CONSIDERED

- ------
35

controlling, and each Director may have attributed different levels of
importance to different factors. In deciding to renew the management agreement
under the terms ultimately determined by the board to be appropriate, the
Directors' decision was based on the following factors.

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

- ------
36

the reasons for such results (e.g., market conditions, security selection) and
any efforts being undertaken to improve performance. The fund's performance
fell below the median for its peer group for both the one- and three-year
period during the past year. The board discussed the fund's performance with
the advisor and was satisfied with the efforts being undertaken by the
advisor. The board will continue to monitor these efforts and the performance
of the fund. More detailed information about the fund's performance can be
found in the Performance and Portfolio Commentary sections of this report.

- ------
37

COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
fund's independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of the fund was in the lowest quartile of the total expense
ratios of its peer group. The board concluded that the management fee paid by
the fund to the advisor was reasonable in light of the services provided to
the fund.

CONCLUSIONS OF THE DIRECTORS

- ------
38

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

PROXY VOTING GUIDELINES

QUARTERLY PORTFOLIO DISCLOSURE

- ------
39

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The BLENDED INDEX is considered the benchmark for Balanced. It combines two
widely known indices in proportion to the asset mix of the fund. Accordingly,
60% of the index is represented by the S&P 500 Index, which reflects the
approximately 60% of the fund's assets invested in stocks. The blended index's
remaining 40% is represented by the Citigroup US Broad Investment-Grade Bond
Index, which reflects the roughly 40% of the fund's assets invested in
fixed-income securities.

The CITIGROUP AGENCY INDEX is a market-capitalization-weighted index that
includes US government sponsored agencies with a remaining maturity of at
least one year.

The CITIGROUP CREDIT INDEX includes US and non-US corporate securities and
non-US sovereign and provincial securities.

The CITIGROUP MORTGAGE INDEX measures the mortgage component of the US BIG
Bond Index, comprising 15- and 30-year GNMA, FNMA, and FHLMC pass-throughs and
FNMA and FHLMC balloon mortgages.

The CITIGROUP TREASURY INDEX is comprised of US Treasury securities with an
amount outstanding of at least $5 billion and a remaining maturity of at least
one year.

The CITIGROUP US BROAD INVESTMENT-GRADE (BIG) BOND INDEX is a
market-capitalization-weighted index that includes fixed-rate Treasury,
government- sponsored, mortgage, asset-backed, and investment-grade issues
with a maturity of one year or longer.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

- ------
40

[back cover]

[american century investments logo and text logo®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . 1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . 1-800-345-2021 or
816-531-5575

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

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . . 1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . . 1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

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

PRSRT STD
U.S. POSTAGE PAID
AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

0812
CL-ANN-62712S

[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

VEEDOT® FUND

PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

VEEDOT

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 9
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 11
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 12
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 13
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 14
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 19
Report of Independent Registered Public Accounting Firm . . . . . . . 21

OTHER INFORMATION

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Approval of Management Agreement for Veedot . . . . . . . . . . . . . 25
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 29
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 30

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP) -36.80%
Russell 1000 Value Index -36.80%
Russell 1000 Growth Index -36.95%

RUSSELL MIDCAP INDEX -40.67%
Russell Midcap Value Index -38.83%
Russell Midcap Growth Index -42.65%

RUSSELL 2000 INDEX (SMALL-CAP) -34.16%
Russell 2000 Value Index -30.54%
Russell 2000 Growth Index -37.87%

- ------
2

PERFORMANCE
Veedot

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years Inception Date

INVESTOR CLASS -42.27% 1.36% 0.74% 11/30/99

RUSSELL 3000 INDEX(1) -36.60% 0.46% -1.61% --

Institutional Class -42.11% 1.58% -1.44% 8/1/00

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund's investment process may involve high portfolio
turnover, high commission costs and high capital gains distributions. In
addition, its investment approach may involve higher volatility and risk.
International investing involves special risks, such as political instability
and currency fluctuations. Investing in emerging markets may accentuate these
risks.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

- ------
3

Veedot

Growth of $10,000 Over Life of Class

$10,000 investment made November 30, 1999

One-Year Returns Over Life of Class
Periods ended October 31
2000* 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 18.40% -27.03% -12.73% 32.36% 1.40% 10.08% 10.77% 49.92% -42.27%

Russell
3000 Index 6.65% -25.17% -14.35% 23.69% 9.51% 10.60% 16.37% 14.53% -36.60%

* From 11/30/99, the Investor Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund's investment process may involve high portfolio
turnover, high commission costs and high capital gains distributions. In
addition, its investment approach may involve higher volatility and risk.
International investing involves special risks, such as political instability
and currency fluctuations. Investing in emerging markets may accentuate these
risks.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

- ------
4

PORTFOLIO COMMENTARY
Veedot

Portfolio Manager: John Small, Jr.

PERFORMANCE SUMMARY

Veedot returned -42.27%* for the 12 months ended October 31, 2008, compared
with its benchmark, the Russell 3000 Index, which returned -36.60% for the
period.

As discussed in the Market Perspective on page 2, equity markets declined
during the reporting period against a backdrop of extreme market volatility as
the subprime mortgage-driven credit crisis spread further into the economy. In
this environment, mid-cap stocks underperformed their large- and small-cap
counterparts, and growth-oriented shares lagged value stocks.

Amid the volatility, Veedot's highly systematic investment process struggled
with a difficult environment that weighed on performance relative to benchmark
returns. Stock selection in the information technology and energy sectors, as
well as overweight allocations and stock selection in the industrials and
consumer discretionary sectors, accounted for the bulk of Veedot's poor
absolute and relative performance. Slightly offsetting those losses, effective
stock selection and a substantial underweight allocation in the financials
sector yielded positive relative results.

Veedot entered the reporting period with a significant allocation to foreign
holdings. During the course of the reporting period, though, these holdings
were reduced substantially.

TECHNOLOGY, ENERGY DETRACTED

The information technology sector represented Veedot's largest absolute and
relative sector weakness. China Finance Online, which operates online,
subscription-based information services on Chinese investment markets, was the
largest detractor from relative performance within the sector. The company,
whose share price slid 75% for the entire reporting period, is not represented
in the benchmark.

Blue Coat Systems, a maker of proxy server appliances, also was a drag on
absolute and relative returns. Blue Coat, whose share price dropped 67%, was
one of several overweight holdings in the communications equipment industry to
detract from relative performance.

The energy sector also weighed on absolute and relative returns. Here, stock
selection in the oil, gas, and consumable fuels industry hurt performance. An
overweight allocation to the group further detracted from returns.

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Axsys Technologies, Inc. 2.0% 1.0%
Berkshire Hathaway, Inc., Class B 1.8% --
LHC Group, Inc. 1.8% --
AeroVironment, Inc. 1.8% --
Dollar Tree, Inc. 1.8% --
Children's Place Retail Stores, Inc. (The) 1.6% --
Almost Family, Inc. 1.6% --
Gentiva Health Services, Inc. 1.6% --
Life Partners Holdings, Inc. 1.5% --
Kroger Co. (The) 1.4% --

* All fund returns referenced in this commentary are for Investor Class shares.

- ------
5

Veedot

INDUSTRIALS HINDERED, BUT CERTAIN HOLDINGS HELPED

Within the industrials sector, Veedot maintained an overweight stake in
shipping companies. Although these companies were significant contributors to
performance in past reporting periods as spot dry bulk shipping prices
climbed, they collectively weighed on absolute and relative gains in the
reporting period. DryShips and TBS International, in particular, were the two
largest detractors from relative performance as their share prices sank 83%
and 86%, respectively.

Select holdings in the industrials sector helped relative performance,
although they weighed on absolute returns. Notably, machinery overweight
Lindsay Corp., a maker of agriculture irrigation systems, was the largest
contributor to Veedot's performance relative to the benchmark as its share
price fell a slight 3%.

STOCK SELECTION, UNDERWEIGHT IN FINANCIALS HELPED

Veedot continued to hold a significant underweight position in the financials
sector, which benefited performance during the reporting period. Stock
selection, however, represented the largest source of relative outperformance
within the sector, as Veedot succeeded in sidestepping some benchmark
constituents that significantly detracted from benchmark returns during the
reporting period amid turmoil in the financials sector.

Within the insurance industry, the portfolio avoided American International
Group, whose share price slid 97%. Sidestepping thrift and mortgage finance
company Fannie Mae also benefited relative returns, as its share price fell
98%. In addition, the capital markets and diversified financial services
industries were home to a number of benchmark constituents not held by the
portfolio, which aided relative returns.

OUTLOOK

Using a systematic and technically driven process, Veedot focuses on finding
companies whose fundamental characteristics meet strict requirements for
accelerating earnings and revenue growth. Such companies must also have
historical stock price performance that suggests impending share price
appreciation.

The reporting period was a difficult environment for growth- and
momentum-oriented investment styles. Looking ahead, however, we remain
confident that our systematic process of identifying companies with
accelerating growth and price momentum will continue to successfully identify
opportunities across industry sectors.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Commercial Banks 11.3% 2.7%
Health Care Providers & Services 8.7% 2.3%
Specialty Retail 6.4% 3.1%
Pharmaceuticals 5.7% 1.0%
Health Care Equipment & Supplies 5.5% 3.4%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Domestic Common Stocks 91.3% 78.0%
Foreign Common Stocks(1) 3.5% 18.6%
TOTAL COMMON STOCKS 94.8% 96.6%
Temporary Cash Investments 5.5% 5.6%
Other Assets and Liabilities (0.3)% (2.2)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

- ------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

- ------
7

Expenses Paid
Beginning Ending During Period* Annualized
Account Account Value 5/1/08 - Expense
Value 5/1/08 10/31/08 10/31/08 Ratio*
ACTUAL

Investor Class $1,000 $685.50 $5.34 1.26%

Institutional
Class $1,000 $687.30 $4.50 1.06%

HYPOTHETICAL

Investor Class $1,000 $1,018.80 $6.39 1.26%

Institutional
Class $1,000 $1,019.81 $5.38 1.06%

- ------
8

SCHEDULE OF INVESTMENTS
Veedot

OCTOBER 31, 2008

Shares Value

Common Stocks -- 94.8%

AEROSPACE & DEFENSE -- 5.2%
51,500 AeroVironment, Inc.(1) $ 1,849,880
79,500 Applied Signal Technologies 1,424,640
31,500 Axsys Technologies, Inc.(1) 2,079,945
------------
5,354,465
------------
AIR FREIGHT & LOGISTICS -- 1.1%
45,000 Dynamex, Inc.(1) 1,098,450
------------
BIOTECHNOLOGY -- 4.2%
17,000 Amgen, Inc.(1) 1,018,130
20,500 Celgene Corp.(1) 1,317,330
12,000 Genentech, Inc.(1) 995,280
22,000 Gilead Sciences, Inc.(1) 1,008,700
------------
4,339,440
------------
BUILDING PRODUCTS -- 2.0%
70,500 Gibraltar Industries, Inc. 934,125
70,000 Trex Co., Inc.(1) 1,141,700
------------
2,075,825
------------
CAPITAL MARKETS -- 1.3%
75,000 SWS Group, Inc. 1,392,000
------------
CHEMICALS -- 1.0%
58,000 Westlake Chemical Corp. 1,057,340
------------
COMMERCIAL BANKS -- 11.3%
20,000 First Financial Bankshares, Inc. 1,083,800
25,000 First Financial Corp. 1,057,000
78,500 FNB Corp. 1,028,350
15,000 HDFC Bank Ltd. ADR 984,000
39,000 Home Bancshares, Inc. 1,015,560
53,500 Marshall & Ilsley Corp. 964,605
145,500 Republic First Bancorp, Inc.(1) 1,164,000
9,198 Sierra Bancorp 183,592
34,500 SY Bancorp, Inc. 950,130
58,000 TCF Financial Corp. 1,028,920
55,500 Texas Capital Bancshares, Inc.(1) 990,675
75,500 Umpqua Holdings Corp. 1,285,010
------------
11,735,642
------------
COMMERCIAL SERVICES & SUPPLIES -- 1.9%
45,500 HNI Corp. 833,560
51,500 Tetra Tech, Inc.(1) 1,132,485
------------
1,966,045
------------

Shares Value

DIVERSIFIED CONSUMER SERVICES -- 1.9%
69,287 Lincoln Educational Services Corp.(1) $ 1,001,890
21,500 Matthews International Corp., Class A 959,545
------------
1,961,435
------------
DIVERSIFIED FINANCIAL SERVICES -- 1.5%
38,000 Life Partners Holdings, Inc. 1,526,840
------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 3.3%
144,000 General Communication, Inc., Class A(1) 1,105,920
52,000 Shenandoah Telecommunications Co. 1,246,440
61,500 SureWest Communications 1,086,705
------------
3,439,065
------------
ELECTRICAL EQUIPMENT -- 1.1%
38,000 AZZ, inc.(1) 1,108,840
------------
FOOD & STAPLES RETAILING -- 3.8%
47,000 Casey's General Stores, Inc. 1,419,400
53,500 Kroger Co. (The) 1,469,110
40,500 Spartan Stores, Inc. 1,093,095
------------
3,981,605
------------
FOOD PRODUCTS -- 4.5%
34,500 Campbell Soup Co. 1,309,275
18,000 General Mills, Inc. 1,219,320
28,000 Hershey Co. (The) 1,042,720
37,000 TreeHouse Foods, Inc.(1) 1,119,620
------------
4,690,935
------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 5.5%
22,500 Baxter International, Inc. 1,361,025
11,500 C.R. Bard, Inc. 1,014,875
36,500 ICU Medical, Inc.(1) 1,169,095
37,500 Immucor, Inc.(1) 995,625
49,000 Thoratec Corp.(1) 1,206,380
------------
5,747,000
------------
HEALTH CARE PROVIDERS & SERVICES -- 8.7%
34,500 Almost Family, Inc.(1) 1,661,520
25,000 Amedisys, Inc.(1) 1,410,250
31,000 Emergency Medical Services Corp., Class A(1) 1,018,660
60,500 Gentiva Health Services, Inc.(1) 1,642,575
53,500 LHC Group, Inc.(1) 1,887,480
51,000 Omnicare, Inc. 1,406,070
------------
9,026,555
------------

- ------
9

Veedot

Shares Value

HEALTH CARE TECHNOLOGY -- 1.0%
38,500 Computer Programs and Systems, Inc. $ 1,066,065
------------
INSURANCE -- 1.8%
500 Berkshire Hathaway, Inc., Class B(1) 1,920,000
------------
INTERNET & CATALOG RETAIL -- 1.0%
59,000 Petmed Express, Inc.(1) 1,041,940
------------
INTERNET SOFTWARE & SERVICES -- 1.2%
56,500 Netease.com, Inc. ADR(1) 1,271,250
------------
MACHINERY -- 0.6%
170,500 Xerium Technologies, Inc. 663,245
------------
MULTILINE RETAIL -- 3.1%
48,500 Dollar Tree, Inc.(1) 1,843,970
50,500 Family Dollar Stores, Inc. 1,358,955
------------
3,202,925
------------
PERSONAL PRODUCTS -- 1.2%
31,500 USANA Health Sciences, Inc.(1) 1,195,110
------------
PHARMACEUTICALS -- 5.7%
26,500 Novartis AG ADR 1,351,235
114,500 Noven Pharmaceuticals, Inc.(1) 1,288,125
109,500 Pain Therapeutics, Inc.(1) 1,000,830
156,000 Questcor Pharmaceuticals, Inc.(1) 1,207,440
87,500 ViroPharma, Inc.(1) 1,097,250
------------
5,944,880
------------
ROAD & RAIL -- 3.1%
22,000 CSX Corp. 1,005,840
22,000 Norfolk Southern Corp. 1,318,680
60,000 USA Truck, Inc. 886,200
------------
3,210,720
------------
SOFTWARE -- 0.8%
64,665 Opnet Technologies, Inc.(1) 816,719
------------
SPECIALTY RETAIL -- 6.4%
56,500 Aaron Rents, Inc. 1,400,635
50,000 Children's Place Retail Stores, Inc. (The)(1) 1,671,500
125,500 Finish Line, Inc. (The), Class A 1,201,035
89,500 Foot Locker, Inc. 1,308,490
54,000 PetSmart, Inc. 1,063,260
------------
6,644,920
------------
TEXTILES, APPAREL & LUXURY GOODS -- 2.3%
53,000 Carter's, Inc.(1) 1,125,720
260,500 Unifi, Inc.(1) 1,250,400
------------
2,376,120
------------

Shares Value

THRIFTS & MORTGAGE FINANCE -- 4.2%
27,000 Capitol Federal Financial $ 1,255,770
64,500 First Niagara Financial Group, Inc. 1,017,165
57,000 Hudson City Bancorp, Inc. 1,072,170
74,000 United Financial Bancorp, Inc. 1,036,000
------------
4,381,105
------------
TOBACCO -- 0.9%
49,500 Altria Group, Inc. 949,905
------------
TRADING COMPANIES & DISTRIBUTORS -- 2.2%
92,000 Beacon Roofing Supply, Inc.(1) 1,258,560
12,500 W.W. Grainger, Inc. 982,125
------------
2,240,685
------------
WIRELESS TELECOMMUNICATION SERVICES -- 1.0%
109,000 USA Mobility, Inc.(1) 1,051,850
------------
TOTAL COMMON STOCKS
(Cost $101,691,547) 98,478,921

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

Principal Amount

Temporary Cash Investments -- 5.5%

$5,700,000 FHLB Discount Notes, 0.01%, 11/3/08(2) 5,700,000
7,578 JPMorgan U.S. Treasury Plus Money Market Fund
Agency Shares 7,578
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $5,707,578) 5,707,578
------------
TOTAL INVESTMENT SECURITIES -- 100.3%
(Cost $107,399,125) 104,186,499
------------
OTHER ASSETS AND LIABILITIES -- (0.3)% (331,399)
------------
TOTAL NET ASSETS -- 100.0% $103,855,100
============

Notes to Schedule of Investments

ADR = American Depositary Receipt

FHLB = Federal Home Loan Bank

(1) Non-income producing.

(2) The rate indicated is the yield to maturity at purchase.

Industry classifications are unaudited.

See Notes to Financial Statements.

- ------
10

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
ASSETS

Investment securities, at value (cost of $107,399,125) $104,186,499

Cash 19,305

Receivable for investments sold 935,563

Receivable for capital shares sold 8,014

Dividends and interest receivable 56,614
-------------
105,205,995
-------------

LIABILITIES

Payable for investments purchased 1,176,754

Payable for capital shares redeemed 67,992

Accrued management fees 106,149
-------------
1,350,895
-------------

NET ASSETS $103,855,100
=============

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $ 171,546,190

Accumulated net realized loss on investment transactions (64,478,464)

Net unrealized depreciation on investments (3,212,626)
-------------
$ 103,855,100
=============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets $98,991,294

Shares outstanding 18,530,379

Net asset value per share $5.34

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $4,863,806

Shares outstanding 895,927

Net asset value per share $5.43

See Notes to Financial Statements.

- ------
11

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of $43,518) $ 1,453,926

Interest 95,532
-------------
1,549,458
-------------

EXPENSES:

Management fees 1,972,537

Directors' fees and expenses 4,209

Other expenses 2,233
-------------
1,978,979
-------------

NET INVESTMENT INCOME (LOSS) (429,521)
-------------

REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss) on investment transactions (27,791,108)

Change in net unrealized appreciation (depreciation) on
investments (53,607,679)
-------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (81,398,787)
-------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(81,828,308)
=============

See Notes to Financial Statements.

- ------
12

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007
Increase (Decrease) in Net Assets 2008 2007

OPERATIONS

Net investment income (loss) $ (429,521) $ (281,699)

Net realized gain (loss) (27,791,108) 33,343,183

Change in net unrealized appreciation
(depreciation) (53,607,679) 35,640,640
------------- ------------
Net increase (decrease) in net assets resulting
from operations (81,828,308) 68,702,124
------------- ------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets from capital
share transactions (18,609,717) (30,019,917)
------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS (100,438,025) 38,682,207

NET ASSETS

Beginning of period 204,293,125 165,610,918
------------- ------------
End of period $ 103,855,100 $204,293,125
============= ============

See Notes to Financial Statements.

- ------
13

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Veedot Fund (the fund) is one fund in
a series issued by the corporation. The fund is nondiversified under the 1940
Act. The fund's investment objective is to seek long-term capital growth. The
fund pursues its objective by investing primarily in common stocks that
management believes to have better than average prospects for appreciation.
The fund uses an approach to common stock investing developed by American
Century Investments. This approach relies heavily on quantitative tools to
identify attractive investment opportunities, regardless of company size,
industry type or geographic location, on a disciplined, consistent basis. The
following is a summary of the fund's significant accounting policies.

MULTIPLE CLASS -- The fund is authorized to issue the Investor Class and the
Institutional Class. The share classes differ principally in their respective
distribution and shareholder servicing expenses and arrangements. All shares
of the fund represent an equal pro rata interest in the net assets of the
class to which such shares belong, and have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except for
class specific expenses and exclusive rights to vote on matters affecting only
individual classes. Income, non-class specific expenses, and realized and
unrealized capital gains and losses of the fund are allocated to each class of
shares based on their relative net assets.

- ------
14

- ------
15

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the fund, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of the
specific class of shares of the fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for the fund ranges from 1.00% to 1.25% for the Investor Class. The
Institutional Class is 0.20% less at each point within the range. The
effective annual management fee for each class of the fund for the year ended
October 31, 2008, was 1.25% and 1.05% for the Investor Class and Institutional
Class, respectively.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, American Century
Investment Services, Inc., and the corporation's transfer agent, American
Century Services, LLC.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity
investor in ACC. Prior to December 12, 2007, the fund had a bank line of
credit agreement with JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the
fund and a wholly owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the year ended October 31, 2008, were $403,036,233 and
$422,784,235, respectively.

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the fund were as follows:

Year ended October 31, 2008 Year ended October 31, 2007
Shares Amount Shares Amount
INVESTOR
CLASS/SHARES
AUTHORIZED 200,000,000 200,000,000
=========== ===========
Sold 1,480,565 $ 11,492,491 2,809,737 $ 23,058,182

Redeemed (4,036,655) (29,538,137)(1) (6,725,943) (47,100,091)(2)
----------- --------------- ----------- ---------------
(2,556,090) (18,045,646) (3,916,206) (24,041,909)
----------- --------------- ----------- ---------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 100,000,000 100,000,000
=========== ===========
Sold 145,816 1,157,483 146,901 1,160,072

Redeemed (229,009) (1,721,554)(3) (965,925) (7,138,080)(4)
----------- --------------- ----------- ---------------
(83,193) (564,071) (819,024) (5,978,008)
----------- --------------- ----------- ---------------
Net increase
(decrease) (2,639,283) $ (18,609,717) (4,735,230) $(30,019,917)
=========== =============== =========== ===============

(1) Net of redemption fees of $55,641.

(2) Net of redemption fees of $62,403.

(3) Net of redemption fees of $9,826.

(4) Net of redemption fees of $9,817.

- ------
16

5. BANK LINE OF CREDIT

6. RISK FACTORS

The fund's investment process may involve high portfolio turnover, high
commission costs and high capital gains distributions. In addition, its
investment approach may involve higher volatility and risk. There are certain
risks involved in investing in foreign securities. These risks include those
resulting from future adverse political, social, and economic developments,
fluctuations in currency exchange rates, the possible imposition of exchange
controls, and other foreign laws or restrictions. Investing in emerging
markets may accentuate these risks.

7. FEDERAL TAX INFORMATION

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

Federal tax cost of investments $107,399,125
============
Gross tax appreciation of investments $ 4,107,480

Gross tax depreciation of investments (7,320,106)
------------
Net tax appreciation (depreciation) of investments $(3,212,626)
============
Undistributed ordinary income --

Accumulated capital losses $(64,478,464)

The cost and unrealized appreciation (depreciation) of investments for federal
income tax purposes was the same as the cost and unrealized appreciation
(depreciation) for financial reporting purposes.

The accumulated capital losses listed above represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. Capital loss carryovers of $(4,184,563),
$(32,317,452) and $(27,976,449) expire in 2009, 2010 and 2016, respectively.

- ------
17

8. RECENTLY ISSUED ACCOUNTING STANDARDS

- ------
18

FINANCIAL HIGHLIGHTS
Veedot

Investor Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period $9.25 $6.17 $5.57 $5.06 $4.99
------ ------ ------ ------ ------
Income From Investment
Operations

Net Investment Income
(Loss)(1) (0.02) (0.01) (0.02) (0.03) (0.03)

Net Realized and
Unrealized Gain (Loss) (3.89) 3.09 0.62 0.53 0.09
------ ------ ------ ------ ------
Total From Investment
Operations (3.91) 3.08 0.60 0.50 0.06
------ ------ ------ ------ ------
Redemption Fees(1) --(2) --(2) --(2) 0.01 0.01
------ ------ ------ ------ ------
Net Asset Value, End of
Period $5.34 $9.25 $6.17 $5.57 $5.06
====== ====== ====== ====== ======

TOTAL RETURN(3) (42.27)% 49.92% 10.77% 10.08% 1.40%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.25% 1.25% 1.45% 1.50% 1.50%

Ratio of Net Investment
Income (Loss) to Average
Net Assets (0.27)% (0.18)% (0.39)% (0.51)% (0.57)%

Portfolio Turnover Rate 257% 207% 330% 399% 344%

Net Assets, End of Period
(in thousands) $98,991 $195,105 $154,374 $178,078 $219,618

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

(2) Per-share amount was less than $0.005.

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable redemption fees.
The total return of the classes may not precisely reflect the class expense
differences because of the impact of calculating the net asset values to two
decimal places. If net asset values were calculated to three decimal places,
the total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is made
in accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

See Notes to Financial Statements.

- ------
19

Veedot

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31
2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning of
Period $9.38 $6.25 $5.63 $5.10 $5.02
------ ----- ------ ------ ------
Income From Investment Operations

Net Investment Income
(Loss)(1) (0.01) --(2) (0.01) (0.02) (0.02)

Net Realized and Unrealized
Gain (Loss) (3.94) 3.13 0.63 0.54 0.09
------ ----- ------ ------ ------
Total From Investment
Operations (3.95) 3.13 0.62 0.52 0.07
------ ----- ------ ------ ------
Redemption Fees(1) --(2) --(2) --(2) 0.01 0.01
------ ----- ------ ------ ------
Net Asset Value, End of Period $5.43 $9.38 $6.25 $5.63 $5.10
====== ===== ====== ====== ======

TOTAL RETURN(3) (42.11)% 50.08% 11.01% 10.39% 1.59%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets 1.05% 1.05% 1.25% 1.30% 1.30%

Ratio of Net Investment Income
(Loss) to Average Net Assets (0.07)% 0.02% (0.19)% (0.31)% (0.37)%

Portfolio Turnover Rate 257% 207% 330% 399% 344%

Net Assets, End of Period (in
thousands) $4,864 $9,188 $11,237 $11,440 $12,400

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

(2) Per-share amount was less than $0.005.

See Notes to Financial Statements.

- ------
20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Veedot Fund, one of the funds
constituting American Century Mutual Funds, Inc. (the "Corporation"), as of
October 31, 2008, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements and financial highlights
based on our audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Veedot Fund, one of the funds constituting American Century Mutual Funds,
Inc., as of October 31, 2008, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008

- ------
21

MANAGEMENT

INTERESTED DIRECTORS

- ------
22

INDEPENDENT DIRECTORS

- ------
23

OFFICERS

The SAI has additional information about the fund's directors and is available
without charge, upon request, by calling 1-800-345-2021.

- ------
24

APPROVAL OF MANAGEMENT AGREEMENT
Veedot

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Veedot (the "fund") and the services
provided to the fund under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the fund to the cost of owning a similar
fund;

* data comparing the fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

- ------
25

FACTORS CONSIDERED

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

- ------
26

to conduct their business. At each quarterly meeting the Directors review
investment performance information for the fund, together with comparative
information for appropriate benchmarks and peer groups of funds managed
similarly to the fund. The Directors also review detailed performance
information during the 15(c) Process comparing the fund's performance with
that of similar funds not managed by the advisor. If performance concerns are
identified, the Directors discuss with the advisor the reasons for such
results (e.g., market conditions, security selection) and any efforts being
undertaken to improve performance. The fund's performance for both the one-
and three-year periods was significantly above the median for its peer group.

- ------
27

COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
fund's independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of the fund was above the median of the total expense ratios
of its peer group. The board concluded that the management fee paid by the
fund to the advisor was reasonable in light of the services provided to the
fund.

CONCLUSIONS OF THE DIRECTORS

- ------
28

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

PROXY VOTING GUIDELINES

QUARTERLY PORTFOLIO DISCLOSURE

- ------
29

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 3000® INDEX measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents approximately
98% of the investable U.S. equity market.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

- ------
30

NOTES

- ------
31

NOTES

- ------
32

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INVESTMENT ADVISOR:
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P.O. Box 419200 U.S. POSTAGE PAID
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COMPANIES

American Century Investment Services, Inc., Distributor

0812
CL-ANN-62718S

[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

American Century Investments

CAPITAL VALUE FUND

PRESIDENT'S LETTER

[photo of Jonathan Thomas]
JONATHAN THOMAS

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

CAPITAL VALUE

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 9
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 12
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 13
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 14
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 15
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 20
Report of Independent Registered Public Accounting Firm . . . . . . . 23

OTHER INFORMATION

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Approval of Management Agreement for Capital Value. . . . . . . . . . 27
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 32
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 33

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Phil Davidson, Chief Investment Officer, U.S. Value Equity

CREDIT CRISIS TRIGGERED MARKET TURMOIL

A series of unprecedented and startling events sent the U.S. equity market
tumbling during the 12 months ended October 31, 2008. Bouts of investor
optimism early in the period gave way to panic, fear, and frustration as the
credit crunch that began in 2007 blossomed into a full-blown financial crisis.
Frozen credit markets and failures of once-venerable Wall Street institutions
triggered one of the most tumultuous stretches stock investors have ever
endured.

In particular, the turmoil reached catastrophic levels in September, after the
federal government took over mortgage giants Fannie Mae and Freddie Mac. This
was followed by the bankruptcy of Lehman Brothers, the bailout of American
International Group, Bank of America's acquisition of troubled Merrill Lynch,
and other financial sector disruptions.

The adverse effects spread throughout the U.S. and global economies,
triggering extraordinary action from the U.S. government and Federal Reserve
and several of their global counterparts. Nevertheless, these measures,
including the U.S. government's $700 billion rescue plan for the financial
industry, did little to calm fears. Stock market volatility reached extreme
levels as investors lost confidence in the financial system and the ability of
the government to remedy the situation. In addition, unemployment soared,
consumer confidence and spending plunged, and economies around the world
slowed considerably.

ALL STYLES SUFFERED

In this challenging environment, all stock market styles suffered severe,
double-digit losses. Even companies with attractive valuation characteristics,
which usually draw risk-averse investors during periods of market uncertainty
and heightened volatility, experienced sharp declines.

Although the recent performance of the value style has been disappointing, the
style is not completely betraying us. Specifically, the stocks of many
higher-quality companies are relatively cheap, and our fund managers are
finding them--even in sectors rife with "value traps" (stocks that are
inexpensive for good reason), such as consumer discretionary. Although more
volatility and uncertainty are in the cards, we believe our focus on strong
balance sheets, competitive strength, and earnings power may help us identify
companies poised to successfully weather the current financial storm.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP) -36.80%
Russell 1000 Value Index -36.80%
Russell 1000 Growth Index -36.95%

RUSSELL MIDCAP INDEX -40.67%
Russell Midcap Value Index -38.83%
Russell Midcap Growth Index -42.65%

RUSSELL 2000 INDEX (SMALL-CAP) -34.16%
Russell 2000 Value Index -30.54%
Russell 2000 Growth Index -37.87%

- ------
2

PERFORMANCE
Capital Value

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years Inception Date

INVESTOR CLASS -37.52% 0.14% 2.26% 3/31/99

Return After-Tax
on Distributions(1) -38.06% -0.25% 1.85%

Return After-Tax
on Distributions
and Sale of Shares(1) -23.15% 0.35% 1.93%

RUSSELL 1000 VALUE INDEX(2) -36.80% 1.90% 1.92% --

Institutional Class -37.46% 0.31% 0.45% 3/1/02

Return After-Tax
on Distributions(1) -38.02% -0.11% 0.05%

Return After-Tax
on Distributions
and Sale of Shares(1) -23.07% 0.50% 0.51%

Advisor Class -37.78% -0.17% 2.09% 5/14/03

Return After-Tax
on Distributions(1) -38.29% -0.52% 1.76%

Return After-Tax
on Distributions
and Sale of Shares(1) -23.36% 0.08% 1.99%

(1) After-tax returns are calculated using the historical highest individual
federal marginal income tax rates, and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation
and may differ from those shown. After-tax returns shown are not relevant to
investors who hold their fund shares through tax-deferred arrangements such as
401(k) plans or individual retirement accounts.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains.
Returns for the index are provided for comparison. The fund's total returns
include operating expenses (such as transaction costs and management fees)
that reduce returns, while the total returns of the index do not.

- ------
3

Capital Value

Growth of $10,000 Over Life of Class

$10,000 investment made March 31, 1999

One-Year Returns Over Life of Class
Periods ended October 31
1999* 2000 2001 2002 2003 2004 2005 2006 2007 2008
Investor
Class
(before
tax) 3.60% 7.23% -0.47% -8.49% 21.67% 13.94% 9.29% 18.03% 9.66% -37.52%

Russell
1000
Value
Index 6.15% 5.52% -11.86% -10.02% 22.87% 15.45% 11.86% 21.46% 10.83% -36.80%

*From 3/31/99, the Investor Class's inception date. Not annualized.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

- ------
4

PORTFOLIO COMMENTARY
Capital Value

Portfolio Managers: Chuck Ritter and Brendan Healy

PERFORMANCE SUMMARY

Capital Value returned -37.52%(1) for the 12 months ended October 31, 2008. By
comparison, its benchmark, the Russell 1000 Value Index, returned -36.80%,
while the broader market, as measured by the S&P 500 Index, returned
- -36.10%.(2) The portfolio's return reflects operating expenses, while the
indices' returns do not. The median return for Morningstar's Large Cap Value
category (whose performance, like Capital Value's, reflects fund operating
expenses) was -36.65%.(3)

The volatile market environment described in the Market Perspective on page 2
hampered Capital Value's absolute and relative performance. U.S. equity
indices were universally down for the 12-month period. Value outperformed
growth-- except among mega-cap stocks (shares of especially large companies,
represented by the Russell Top 200 Index). Capital Value's performance was
hampered by the portfolio's position in the financials sector and holdings
among industrials stocks. On the positive side, the portfolio benefited from
effective security selection in the information technology, health care, and
consumer staples sectors.

FINANCIALS HINDERED PROGRESS

Despite an underweight position, the financials sector was the portfolio's
largest source of relative underperformance, partly because of turmoil in the
credit markets. Although we continue to be selective about portfolio holdings,
Capital Value was hampered by its mix of insurance stocks and mortgage finance
names. Two top detractors were Freddie Mac, a stockholder-owned corporation
chartered by Congress to keep money flowing to mortgage lenders in support of
home ownership, and American International Group (AIG), the leading U.S.-based
international insurer. Freddie Mac declined on greater-than-expected losses on
exposure to subprime loans and the need for additional capital. Shares of AIG
fell significantly after the Federal Reserve stepped in to rescue the company
from bankruptcy. We eliminated both positions during the reporting period.

Top Ten Holdings as of October 31, 2008
% of % of
net assets net assets
as of as of
10/31/08 4/30/08
Exxon Mobil Corp. 6.8% 5.5%
General Electric Co. 5.1% 4.7%
Chevron Corp. 5.0% 3.7%
AT&T, Inc. 4.3% 3.8%
JPMorgan Chase & Co. 3.7% 2.9%
Johnson & Johnson 3.2% 2.8%
Pfizer, Inc. 3.2% 2.7%
ConocoPhillips 2.8% 2.6%
Bank of America Corp. 2.7% 3.3%
Royal Dutch Shell plc ADR 2.7% 2.9%

(1) All fund returns referenced in this commentary are for Investor Class
shares.

(2) The S&P 500 Index returned 0.26% and -1.29% on an average annualized basis
for the five-year and since inception periods ended October 31, 2008,
respectively.

(3) The median returns for Morningstar's Large Cap Value category were 0.79%
and 1.26% on an average annualized basis for the five-year and since inception
periods ended October 31, 2008, respectively. ©2008 Morningstar, Inc. All
Rights Reserved. The information contained herein: (1) is proprietary to
Morningstar and/or its content providers; (2) may not be copied or
distributed; and (3) is not warranted to be accurate, complete or timely.
Neither Morningstar nor its content providers are responsible for any damages
or losses arising from any use of this information.

- ------
5

Capital Value

INDUSTRIALS DETRACTED

The industrials sector was another source of relative weakness. As the global
economy slowed, many large U.S. companies saw a downturn in their
international businesses. Ingersoll-Rand Co. cited the uncertain global
economic outlook--and the ongoing credit crisis--for its decline in earnings.
The company, which designs and manufactures a range of industrial and
commercial products, was a notable detractor.

INFORMATION TECHNOLOGY CONTRIBUTED

Capital Value benefited from strong security selection in information
technology, primarily from large leading software and technology companies. A
notable contributor was Hewlett-Packard (HP), a computer and peripheral maker.
HP's acquisition of outsourcing giant Electronic Data Systems appears to offer
a competitive advantage and could add value through reorganization and
cost-cutting efforts.

HEALTH CARE, CONSUMER STAPLES ADDED VALUE

The portfolio's holdings in the health care and consumer staples sectors
contributed to results. During difficult economic times or periods of stock
market turbulence, investors often regard health care and consumer staples
stocks as lower-risk, defensive investments. Moreover, our preference for
large industry leaders proved advantageous.

In health care, a significant holding was Abbott Laboratories, which develops
and manufactures laboratory diagnostics, medical devices, and pharmaceutical
therapies. Abbott reported strong sales across its entire product line,
including HUMIRA (a drug that treats autoimmune diseases). In consumer
staples, Wal-Mart Stores was a top contributor. The retailer's low-price
strategy paid off as higher prices at the pump and the sluggish U.S. economy
put pressure on consumers.

OUTLOOK

We continue to be bottom-up investment managers, evaluating each company
individually and building our portfolio one stock at a time. Capital Value is
broadly diversified, with ongoing overweight positions in the information
technology and energy sectors. Our valuation work is also directing us toward
smaller relative weightings in utilities and consumer staples stocks. In
addition, we are still finding value opportunities among mega-cap stocks and
have maintained our bias toward them.

Top Five Industries as of October 31, 2008
% of % of
net assets net assets
as of as of
10/31/08 4/30/08
Oil, Gas & Consumable Fuels 18.6% 15.1%
Pharmaceuticals 10.9% 9.2%
Diversified Financial Services 8.9% 8.5%
Diversified Telecommunication Services 6.9% 6.1%
Industrial Conglomerates 5.5% 5.4%

Types of Investments in Portfolio
% of % of
net assets net assets
as of as of
10/31/08 4/30/08
Common Stocks 99.5% 98.9%
Temporary Cash Investments 0.7% 0.9%
Other Assets and Liabilities (0.2)% 0.2%

- ------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

- ------
7

Beginning Expenses Paid
Account Ending During Period* Annualized
Value Account Value 5/1/08 - Expense
5/1/08 10/31/08 10/31/08 Ratio*
ACTUAL

Investor $1,000 $702.40 $4.71 1.10%

Institutional Class $1,000 $702.40 $3.85 0.90%

Advisor Class $1,000 $700.70 $5.77 1.35%

HYPOTHETICAL

Investor $1,000 $1,019.61 $5.58 1.10%

Institutional Class $1,000 $1,020.61 $4.57 0.90%

Advisor Class $1,000 $1,018.35 $6.85 1.35%

- ------
8

SCHEDULE OF INVESTMENTS
Capital Value

OCTOBER 31, 2008

Shares Value

Common Stocks -- 99.5%

AEROSPACE & DEFENSE -- 1.1%
46,900 Northrop Grumman Corp. $2,199,141
------------
BEVERAGES -- 2.1%
67,300 Coca-Cola Co. (The) 2,965,238
58,600 Pepsi Bottling Group, Inc. 1,354,832
------------
4,320,070
------------
BIOTECHNOLOGY -- 1.2%
42,300 Amgen, Inc.(1) 2,533,347
------------
CAPITAL MARKETS -- 3.6%
67,500 Bank of New York Mellon Corp. (The) 2,200,500
19,300 Goldman Sachs Group, Inc. (The) 1,785,250
17,600 Legg Mason, Inc. 390,544
77,800 Merrill Lynch & Co., Inc. 1,446,302
85,400 Morgan Stanley 1,491,938
------------
7,314,534
------------
CHEMICALS -- 2.0%
71,000 E.I. du Pont de Nemours & Co. 2,272,000
38,400 PPG Industries, Inc. 1,903,872
------------
4,175,872
------------
COMMERCIAL BANKS -- 3.3%
174,200 National City Corp. 470,340
60,000 U.S. Bancorp. 1,788,600
130,600 Wells Fargo & Co. 4,446,930
------------
6,705,870
------------
COMMERCIAL SERVICES & SUPPLIES -- 1.9%
28,700 Avery Dennison Corp. 1,005,074
16,300 Pitney Bowes, Inc. 403,914
66,000 R.R. Donnelley & Sons Co. 1,093,620
44,600 Waste Management, Inc. 1,392,858
------------
3,895,466
------------
COMMUNICATIONS EQUIPMENT -- 0.7%
61,900 Cisco Systems, Inc.(1) 1,099,963
66,000 Motorola, Inc. 354,420
------------
1,454,383
------------
COMPUTERS & PERIPHERALS -- 1.0%
55,200 Hewlett-Packard Co. 2,113,056
------------
CONSUMER FINANCE -- 0.3%
58,300 Discover Financial Services 714,175
------------
DIVERSIFIED CONSUMER SERVICES -- 0.8%
80,800 H&R Block, Inc. 1,593,376
------------

Shares Value

DIVERSIFIED FINANCIAL SERVICES -- 8.9%
232,700 Bank of America Corp. $5,624,359
362,933 Citigroup, Inc. 4,954,035
185,400 JPMorgan Chase & Co. 7,647,750
------------
18,226,144
------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 6.9%
327,600 AT&T, Inc. 8,769,852
24,700 Embarq Corp. 741,000
153,600 Verizon Communications, Inc. 4,557,312
------------
14,068,164
------------
ELECTRIC UTILITIES -- 2.7%
55,500 Exelon Corp. 3,010,320
74,500 PPL Corp. 2,445,090
------------
5,455,410
------------
ENERGY EQUIPMENT & SERVICES -- 0.5%
32,900 National Oilwell Varco, Inc.(1) 983,381
------------
FOOD & STAPLES RETAILING -- 3.0%
63,000 Kroger Co. (The) 1,729,980
63,500 Walgreen Co. 1,616,710
48,900 Wal-Mart Stores, Inc. 2,729,109
------------
6,075,799
------------
FOOD PRODUCTS -- 0.8%
64,700 Unilever NV New York Shares 1,556,035
------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 0.7%
37,100 Medtronic, Inc. 1,496,243
------------
HEALTH CARE PROVIDERS & SERVICES -- 0.5%
21,800 Quest Diagnostics, Inc. 1,020,240
------------
HOTELS, RESTAURANTS & LEISURE -- 0.6%
25,100 Darden Restaurants, Inc. 556,467
52,000 Starbucks Corp.(1) 682,760
------------
1,239,227
------------
HOUSEHOLD DURABLES -- 0.7%
101,300 Newell Rubbermaid, Inc. 1,392,875
------------
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.3%
25,300 NRG Energy, Inc.(1) 588,225
------------
INDUSTRIAL CONGLOMERATES -- 5.5%
531,500 General Electric Co. 10,369,565
32,200 Tyco International Ltd. 814,016
------------
11,183,581
------------

- ------
9

Capital Value

Shares Value

INSURANCE -- 3.3%

68,500 Allstate Corp. (The) $1,807,715
43,800 Hartford Financial Services Group, Inc. (The) 452,016
28,000 Loews Corp. 929,880
27,400 Torchmark Corp. 1,144,498
56,500 Travelers Cos., Inc. (The) 2,404,075
------------
6,738,184
------------
IT SERVICES -- 1.4%
21,100 Fiserv, Inc.(1) 703,896
23,000 International Business Machines Corp. 2,138,310
------------
2,842,206
------------
MACHINERY -- 2.4%
37,700 Caterpillar, Inc. 1,439,009
40,900 Dover Corp. 1,299,393
61,300 Ingersoll-Rand Co. Ltd., Class A 1,130,985
25,800 Parker-Hannifin Corp. 1,000,266
------------
4,869,653
------------
MEDIA -- 3.1%
101,000 CBS Corp., Class B 980,710
71,600 Gannett Co., Inc. 787,600
275,600 Time Warner, Inc. 2,780,804
83,800 Viacom, Inc., Class B(1) 1,694,436
------------
6,243,550
------------
METALS & MINING -- 0.6%
33,200 Nucor Corp. 1,344,932
------------
MULTILINE RETAIL -- 0.6%
37,200 Kohl's Corp.(1) 1,306,836
------------
OFFICE ELECTRONICS -- 0.6%
146,100 Xerox Corp. 1,171,722
------------
OIL, GAS & CONSUMABLE FUELS -- 18.6%
12,200 Apache Corp. 1,004,426
137,000 Chevron Corp. 10,220,200
111,900 ConocoPhillips 5,821,038
14,300 Devon Energy Corp. 1,156,298
188,900 Exxon Mobil Corp. 14,001,268
8,200 Occidental Petroleum Corp. 455,428
97,600 Royal Dutch Shell plc ADR 5,447,056
------------
38,105,714
------------
PAPER & FOREST PRODUCTS -- 0.9%
34,600 International Paper Co. 595,812
34,300 Weyerhaeuser Co. 1,310,946
------------
1,906,758
------------

Shares Value

PHARMACEUTICALS -- 10.9%
35,400 Abbott Laboratories $1,952,310
52,000 Eli Lilly & Co. 1,758,640
107,200 Johnson & Johnson 6,575,648
95,000 Merck & Co., Inc. 2,940,250
369,100 Pfizer, Inc. 6,536,761
75,700 Wyeth 2,436,026
------------
22,199,635
------------
PROFESSIONAL SERVICES -- 0.1%
13,800 Robert Half International, Inc. 260,406
------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.1%
23,100 Developers Diversified Realty Corp. 304,227
------------
ROAD & RAIL -- 0.1%
45,400 YRC Worldwide, Inc.(1) 207,932
------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.1%
67,400 Applied Materials, Inc. 870,134
59,700 Intel Corp. 955,200
24,800 Texas Instruments, Inc. 485,088
------------
2,310,422
------------
SOFTWARE -- 1.6%
91,900 Microsoft Corp. 2,052,127
63,500 Oracle Corp.(1) 1,161,415
------------
3,213,542
------------
SPECIALTY RETAIL -- 2.6%
47,400 Best Buy Co., Inc. 1,270,794
66,900 Gap, Inc. (The) 865,686
74,000 Home Depot, Inc. (The) 1,745,660
76,100 Staples, Inc. 1,478,623
------------
5,360,763
------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.6%
23,600 VF Corp. 1,300,360
------------
THRIFTS & MORTGAGE FINANCE -- 0.1%
56,700 MGIC Investment Corp. 219,996
------------
TOBACCO -- 1.4%
71,500 Altria Group, Inc. 1,372,085
22,000 Lorillard, Inc. 1,448,920
------------
2,821,005
------------
WIRELESS TELECOMMUNICATION SERVICES -- 0.3%
178,800 Sprint Nextel Corp. 559,644
------------
TOTAL COMMON STOCKS
(Cost $217,738,336) 203,592,101
------------

- ------
10

Capital Value

Shares Value

Temporary Cash Investments -- 0.7%

74,933 JPMorgan U.S. Treasury Plus Money Market
Fund Agency Shares $ 74,933

Repurchase Agreement, Credit Suisse First Boston, Inc.,
(collateralized by various U.S. Treasury obligations,
6.125%, 11/15/27, valued at $1,425,779), in a joint
trading account at 0.10%, dated 10/31/08, due 11/3/08
(Delivery value $1,400,012) 1,400,000
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $1,474,933) 1,474,933
------------
TOTAL INVESTMENT SECURITIES -- 100.2%
(Cost $219,213,269) 205,067,034
------------
OTHER ASSETS AND LIABILITIES -- (0.2)% (464,457)
------------
TOTAL NET ASSETS -- 100.0% $204,602,577
============

Notes to Schedule of Investments

ADR = American Depositary Receipt

(1) Non-income producing.

Industry classifications are unaudited.

See Notes to Financial Statements.

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11

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008

ASSETS

Investment securities, at value (cost of $219,213,269) $205,067,034

Receivable for investments sold 535,746

Receivable for capital shares sold 29,590

Dividends and interest receivable 410,778
--------------
206,043,148
--------------

LIABILITIES

Disbursements in excess of demand deposit cash 26,733

Payable for investments purchased 578,530

Payable for capital shares redeemed 639,468

Accrued management fees 194,312

Distribution and service fees payable 1,528
--------------
1,440,571
--------------

NET ASSETS $204,602,577
==============

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $222,792,505

Undistributed net investment income 5,247,349

Accumulated net realized loss on investment transactions (9,291,042)

Net unrealized depreciation on investments (14,146,235)
--------------
$204,602,577
==============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets $185,569,069

Shares outstanding 35,923,059

Net asset value per share $5.17

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $12,029,658

Shares outstanding 2,325,587

Net asset value per share $5.17

ADVISOR CLASS, $0.01 PAR VALUE

Net assets $7,003,850

Shares outstanding 1,358,969

Net asset value per share $5.15

See Notes to Financial Statements.

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12

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008

INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of $49,337) $ 10,639,980

Interest 61,929

Securities lending, net 113,535
--------------
10,815,444
--------------

EXPENSES:

Management fees 3,839,144

Distribution fees -- Advisor Class 3,033

Service fees -- Advisor Class 3,033

Distribution and service fees -- Advisor Class 25,202

Directors' fees and expenses 9,641

Other expenses 4,260
--------------
3,884,313
--------------

NET INVESTMENT INCOME (LOSS) 6,931,131
--------------

REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss) on investment transactions (8,977,268)

Change in unrealized appreciation (depreciation)
on investments (150,104,194)
--------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (159,081,462)
--------------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $(152,150,331)
==============

See Notes to Financial Statements.

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13

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007

Increase (Decrease) in Net Assets 2008 2007

OPERATIONS

Net investment income (loss) $ 6,931,131 $8,188,675

Net realized gain (loss) (8,977,268) 18,769,164

Change in net unrealized appreciation
(depreciation) (150,104,194) 22,105,599
------------- ------------
Net increase (decrease) in net assets resulting
from operations (152,150,331) 49,063,438
------------- ------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

Investor Class (6,799,465) (7,057,821)

Institutional Class (437,453) (534,336)

Advisor Class (195,244) (212,420)

From net realized gains:

Investor Class (17,205,248) (6,173,467)

Institutional Class (986,976) (410,071)

Advisor Class (582,280) (225,243)
------------- ------------
Decrease in net assets from distributions (26,206,666) (14,613,358)
------------- ------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets from capital
share transactions (122,589,572) (43,818,329)
------------- ------------

NET INCREASE (DECREASE) IN NET ASSETS (300,946,569) (9,368,249)

NET ASSETS

Beginning of period 505,549,146 514,917,395
------------- ------------
End of period $204,602,577 $505,549,146
============= ============

Undistributed net investment income $5,247,349 $5,754,249
============= ============

See Notes to Financial Statements.

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14

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Capital Value Fund (the fund) is one
fund in a series issued by the corporation. The fund is diversified under the
1940 Act. The fund's investment objective is to seek long-term capital growth.
The fund pursues its objective by investing primarily in common stocks that
management believes to be undervalued at the time of purchase. The fund also
seeks to minimize the impact of federal income taxes on shareholder returns by
attempting to minimize taxable distributions to shareholders. The following is
a summary of the fund's significant accounting policies.

MULTIPLE CLASS -- The fund is authorized to issue the Investor Class, the
Institutional Class and the Advisor Class. The share classes differ
principally in their respective distribution and shareholder servicing
expenses and arrangements. All shares of the fund represent an equal pro rata
interest in the net assets of the class to which such shares belong, and have
identical voting, dividend, liquidation and other rights and the same terms
and conditions, except for class specific expenses and exclusive rights to
vote on matters affecting only individual classes. Income, non-class specific
expenses, and realized and unrealized capital gains and losses of the fund are
allocated to each class of shares based on their relative net assets.

- ------
15

INCOME TAX STATUS -- It is the fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The fund has adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement No. 109" during the current
fiscal year. The fund is no longer subject to examination by tax authorities
for years prior to 2005. At this time, management believes there are no
uncertain tax positions which, based on their technical merit, would not be
sustained upon examination and for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly change in the
next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

On September 25, 2007, the Advisor Class shareholders of the fund approved a
change to the class's fee structure. The change was approved by the Board of
Directors on November 29, 2006 and March 7, 2007. Effective December 3, 2007,
the fee structure change resulted in an increase of 0.25% in the unified
management fee and a simultaneous decrease of 0.25% in the total distribution
and service fee, resulting in no change to the total operating expense ratio
of the class.

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the fund, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of the
specific class of shares of the fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for the fund ranges from 0.90% to 1.10% for the Investor Class and
Advisor Class. The Institutional Class is 0.20% less at each point within the
range. Prior to December 3, 2007, the Advisor Class was 0.25% less at each
point within the range. The effective annual management fee for each class of
the fund for the year ended October 31, 2008, was 1.10%, 0.90% and 1.07% for
the Investor Class, Institutional Class and Advisor Class, respectively.

- ------
16

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a Master
Distribution and Individual Shareholder Services Plan (the plan) for the
Advisor Class, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that
the Advisor Class will pay American Century Investment Services, Inc. (ACIS)
an annual distribution and service fee of 0.25%. Prior to December 3, 2007,
the Board of Directors had adopted a Master Distribution and Shareholder
Services Plan for the Advisor Class, pursuant to Rule 12b-1 of the 1940 Act,
which provided that the Advisor Class would pay ACIS an annual distribution
fee of 0.25% and an annual service fee of 0.25%. The fees are computed and
accrued daily based on the Advisor Class's daily net assets and paid monthly
in arrears. The fees are used to pay financial intermediaries for distribution
and individual shareholder services. Fees incurred under the plan during the
year ended October 31, 2008, are detailed in the Statement of Operations.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM js an equity
investor in ACC. The fund has a securities lending agreement with JPMorgan
Chase Bank (JPMCB). Prior to December 12, 2007, the fund had a bank line of
credit agreement with JPMCB. JPMCB is a custodian of the fund and a wholly
owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the year ended ended October 31, 2008, were $90,329,413 and
$230,002,024, respectively.

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the fund were as follows:

Year ended October 31, 2008 Year ended October 31, 2007
Shares Amount Shares Amount
INVESTOR
CLASS/SHARES
AUTHORIZED 200,000,000 200,000,000
============ ============
Sold 4,019,582 $ 28,296,721 8,504,945 $72,228,943

Issued in
reinvestment of
distributions 2,617,117 20,177,969 1,397,652 11,684,374

Redeemed (23,291,242) (161,307,127) (14,030,687) (120,606,257)
------------ --------------- ------------ -------------
(16,654,543) (112,832,437) (4,128,090) (36,692,940)
------------ --------------- ------------ -------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 15,000,000 15,000,000
============ ============
Sold 760,655 5,015,742 252,381 2,101,512

Issued in
reinvestment of
distributions 155,264 1,195,532 112,065 936,867

Redeemed (1,784,972) (12,651,624) (947,069) (8,137,849)
------------ --------------- ------------ -------------
(869,053) (6,440,350) (582,623) (5,099,470)
------------ --------------- ------------ -------------
ADVISOR
CLASS/SHARES
AUTHORIZED 50,000,000 50,000,000
============ ============
Sold 233,387 1,571,870 297,016 2,529,461

Issued in
reinvestment of
distributions 100,040 771,305 52,056 435,187

Redeemed (808,390) (5,659,960) (581,695) (4,990,567)
------------ --------------- ------------ -------------
(474,963) (3,316,785) (232,623) (2,025,919)
------------ --------------- ------------ -------------
Net increase
(decrease) (17,998,559) $(122,589,572) (4,943,336) $(43,818,329)
============ =============== ============ =============

- ------
17

5. SECURITIES LENDING

6. BANK LINE OF CREDIT

7. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

2008 2007
DISTRIBUTIONS PAID FROM

Ordinary income $7,438,030 $7,804,577

Long-term capital gains $18,768,636 $6,808,781

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

Federal tax cost of investments $219,762,098
==============
Gross tax appreciation of investments $ 30,125,528

Gross tax depreciation of investments (44,820,592)
--------------
Net tax appreciation (depreciation) of investments $(14,695,064)
==============
Undistributed ordinary income $5,247,349

Accumulated capital losses $(8,742,213)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales.

- ------
18

8. RECENTLY ISSUED ACCOUNTING STANDARDS

9. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

The fund hereby designates up to the maximum amount allowable as qualified
dividend income for the fiscal year ended October 31, 2008.

For corporate taxpayers, the fund hereby designates $7,438,030, or up to the
maximum amount allowable, of ordinary income distributions paid during the
fiscal year ended October 31, 2008, as qualified for the corporate dividends
received deduction.

The fund hereby designates $18,768,636, or up to the maximum amount allowable,
of long-term capital gain distributions for the fiscal year ended October 31,
2008.

- ------
19

FINANCIAL HIGHLIGHTS
Capital Value

Investor Class

For a Share Outstanding Throughout the Years Ended October 31

2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value, Beginning
of Period $8.78 $8.23 $7.15 $6.61 $5.86
-------- -------- -------- -------- --------
Income From
Investment Operations

Net Investment
Income (Loss)(1) 0.14 0.13 0.12 0.10 0.09

Net Realized
and Unrealized
Gain (Loss) (3.28) 0.65 1.14 0.51 0.72
-------- -------- -------- -------- --------
Total From
Investment
Operations (3.14) 0.78 1.26 0.61 0.81
-------- -------- -------- -------- --------
Distributions

From Net
Investment
Income (0.13) (0.12) (0.10) (0.07) (0.06)

From Net
Realized Gains (0.34) (0.11) (0.08) -- --
-------- -------- -------- -------- --------
Total Distributions (0.47) (0.23) (0.18) (0.07) (0.06)
-------- -------- -------- -------- --------
Net Asset Value,
End of Period $5.17 $8.78 $8.23 $7.15 $6.61
======== ======== ======== ======== ========

TOTAL RETURN(2) (37.52)% 9.66% 18.03% 9.29% 13.94%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average
Net Assets 1.10% 1.10% 1.10% 1.10% 1.10%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.98% 1.52% 1.55% 1.42% 1.44%

Portfolio Turnover Rate 26% 15% 16% 28% 15%

Net Assets,
End of Period
(in thousands) $185,569 $461,413 $466,803 $458,354 $255,504

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

- ------
20

Capital Value

Institutional Class

For a Share Outstanding Throughout the Years Ended October 31

2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period $8.79 $8.24 $7.16 $6.62 $5.87
-------- ------- ------- ------- -------
Income From
Investment Operations

Net Investment
Income (Loss)(1) 0.15 0.15 0.13 0.12 0.10

Net Realized
and Unrealized
Gain (Loss) (3.28) 0.65 1.15 0.51 0.72
-------- ------- ------- ------- -------
Total From
Investment
Operations (3.13) 0.80 1.28 0.63 0.82
-------- ------- ------- ------- -------
Distributions

From Net
Investment Income (0.15) (0.14) (0.12) (0.09) (0.07)

From Net
Realized Gains (0.34) (0.11) (0.08) -- --
-------- ------- ------- ------- -------
Total Distributions (0.49) (0.25) (0.20) (0.09) (0.07)
-------- ------- ------- ------- -------
Net Asset Value,
End of Period $5.17 $8.79 $8.24 $7.16 $6.62
======== ======= ======= ======= =======

TOTAL RETURN(2) (37.46)% 9.88% 18.24% 9.50% 14.15%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets 0.90% 0.90% 0.90% 0.90% 0.90%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 2.18% 1.72% 1.75% 1.62% 1.64%

Portfolio Turnover Rate 26% 15% 16% 28% 15%

Net Assets,
End of Period
(in thousands) $12,030 $28,077 $31,141 $37,523 $23,449

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

- ------
21

Capital Value

Advisor Class

For a Share Outstanding Throughout the Years Ended October 31

2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period $8.76 $8.21 $7.14 $6.60 $5.86
-------- ------- ------- ------- ------
Income From
Investment Operations

Net Investment
Income (Loss)(1) 0.12 0.11 0.10 0.08 0.08

Net Realized
and Unrealized
Gain (Loss) (3.28) 0.65 1.13 0.52 0.71

-------- ------- ------- ------- ------
Total From
Investment Operations (3.16) 0.76 1.23 0.60 0.79
-------- ------- ------- ------- ------
Distributions

From Net
Investment
Income (0.11) (0.10) (0.08) (0.06) (0.05)

From Net Realized Gains (0.34) (0.11) (0.08) -- --
-------- ------- ------- ------- ------
Total Distributions (0.45) (0.21) (0.16) (0.06) (0.05)
-------- ------- ------- ------- ------
Net Asset Value,
End of Period $5.15 $8.76 $8.21 $7.14 $6.60
======== ======= ======= ======= ======

TOTAL RETURN(2) (37.78)% 9.40% 17.62% 9.04% 13.60%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets 1.35% 1.35% 1.35% 1.35% 1.35%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.73% 1.27% 1.30% 1.17% 1.19%

Portfolio Turnover Rate 26% 15% 16% 28% 15%

Net Assets,
End of Period
(in thousands) $7,004 $16,059 $16,973 $14,744 $8,023

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

(2) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

See Notes to Financial Statements.

- ------
22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Capital Value Fund, one of the funds
constituting American Century Mutual Funds, Inc. (the "Corporation"), as of
October 31, 2008, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements and financial highlights
based on our audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Capital Value Fund, one of the funds constituting American Century Mutual
Funds, Inc., as of October 31, 2008, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008

- ------
23

MANAGEMENT

INTERESTED DIRECTORS

- ------
24

INDEPENDENT DIRECTORS

- ------
25

OFFICERS

The SAI has additional information about the fund's directors and is available
without charge, upon request, by calling 1-800-345-2021.

- ------
26

APPROVAL OF MANAGEMENT AGREEMENT

Capital Value

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Capital Value (the "fund") and the services
provided to the fund under the management agreement. The information
considered and the discussions held at the meetings included, but were not
limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the fund to the cost of owning a similar
fund;

* data comparing the fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

- ------
27

FACTORS CONSIDERED

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

- ------
28

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the fund is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the fund in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the fund, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
fund. The Directors also review detailed performance information during the
15(c) Process comparing the fund's performance with that of similar funds not
managed by the advisor. If performance concerns are identified, the Directors
discuss with the advisor the reasons for such results (e.g., market
conditions, security selection) and any efforts being undertaken to improve
performance. The fund's performance fell below the median for its peer group
for both the one- and three-year period during the past year. The board
discussed the fund's performance with the advisor and was satisfied with the
efforts being undertaken by the advisor. The board will continue to monitor
these efforts and the performance of the fund. More detailed information about
the fund's performance can be found in the Performance and Portfolio
Commentary sections of this report.

- ------
29

COMPARISON TO OTHER FUNDS' FEES. The fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
fund's independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of the fund was above the median of the total expense ratios
of its peer group. The board concluded that the management fee paid by the
fund to the advisor was reasonable in light of the services provided to the
fund.

- ------
30

CONCLUSIONS OF THE DIRECTORS

- ------
31

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

PROXY VOTING GUIDELINES

QUARTERLY PORTFOLIO DISCLOSURE

- ------
32

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

- ------
33

NOTES

- ------
34

NOTES

- ------
35

NOTES

- ------
36

[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . . 1-800-345-8765

1-800-345-2021
INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . . or 816-531-5575

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AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

American Century Investment Services, Inc., Distributor

0812
CL-ANN-62714N

[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY-MASON STREET MID CAP GROWTH FUND
AMERICAN CENTURY-MASON STREET SMALL CAP GROWTH FUND

PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/ Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

MID CAP GROWTH

SMALL CAP GROWTH

Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . . 11

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 13
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 18
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 20
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 21
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 22
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 29
Report of Independent Registered Public Accounting Firm . . . . . . . 41

OTHER INFORMATION

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Approval of Management Agreements for Mid Cap Growth and Small Cap
Growth. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 50
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 51

MARKET PERSPECTIVE

[photo of chief investment officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP) -36.80%
Russell 1000 Value Index -36.80%
Russell 1000 Growth Index -36.95%

RUSSELL MIDCAP INDEX -40.67%
Russell Midcap Value Index -38.83%
Russell Midcap Growth Index -42.65%

RUSSELL 2000 INDEX (SMALL-CAP) -34.16%
Russell 2000 Value Index -30.54%
Russell 2000 Growth Index -37.87%

- ------
2

PERFORMANCE
Mid Cap Growth

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years 10 years Inception Date

A CLASS(1)
No sales charge* -35.83% -0.25% 4.13% 5.71%
With sales charge* -39.53% -1.43% 3.52% 5.17% 3/31/97

RUSSELL MIDCAP GROWTH
INDEX(2) -42.65% -0.18% 2.20% 4.03% --

S&P MIDCAP 400 INDEX(2) -36.46% 1.96% 6.71% 8.60% --

Investor Class -35.67% -- -- -10.01% 4/3/06

Institutional Class -35.55% -- -- -9.84% 4/3/06

B Class(1)
No sales charge* -36.28% -0.90% 3.45% 5.01%
With sales charge* -40.28% -1.11% 3.45% 5.01% 3/31/97

C Class -36.31% -- -- -10.91% 4/3/06

R Class -36.00% -- -- -10.48% 4/3/06

Mid Cap Growth acquired all the net assets of the Mason Street Aggressive
Growth Stock Fund on March 31, 2006, pursuant to a plan of reorganization
approved by the acquired fund's shareholders on March 15, 2006. Performance
information prior to April 1, 2006, is that of the Mason Street Aggressive
Growth Stock Fund.

(1) Class returns would have been lower if fees had not been waived.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the indices
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the indices do not.

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3

Mid Cap Growth

Growth of $10,000 Over 10 Years

$10,000 investment made October 31, 1998*

One-Year Returns Over 10 Years
Periods ended October 31
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

A Class**
(no sales
charge) 46.73% 47.26% -35.19% -9.55% 19.92% 4.92% 7.99% 7.08% 26.85% -35.83%

Russell
Midcap
Growth
Index 37.66% 38.67% -42.78% -17.61% 39.30% 8.77% 15.91% 14.51% 19.72% -42.65%

S&P
MidCap
400 Index 21.07% 31.65% -12.45% -4.78% 30.73% 11.04% 17.65% 13.43% 17.02% -36.46%

* Mid Cap Growth A Class's initial investment is $9,425 to reflect the maximum
5.75% initial sales charge.

** Class returns would have been lower, along with ending value, if fees had
not been waived.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the indices
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the indices do not.

- ------
4

PORTFOLIO COMMENTARY
Mid Cap Growth

Portfolio Managers: Jill Grueninger and Curt Ludwick

PERFORMANCE SUMMARY

Mid Cap Growth returned -35.83%* during the 12 months ended October 31, 2008.
By comparison, the Russell Midcap Growth Index returned -42.65%. See page 3
for additional performance comparisons.

The portfolio's absolute return reflected the unprecedented turmoil affecting
the economy and financial markets. No sector contributed positively to
results. The biggest negative contribution came from information technology
stocks. The portfolio held up better than the index thanks to stock selection
across a number of sectors, led by industrials. Consumer staples shares
detracted most from relative results.

KEY CONTRIBUTION: INDUSTRIALS

Stock selection in the industrials sector goes a long way toward explaining
why the portfolio held up better than the Russell index. Positioning in the
road and rail, commercial services, air freight and logistics, and industrial
conglomerate industry segments contributed most. Among road and rail stocks,
Knight Transportation and J.B. Hunt Transport Services posted
better-than-expected profits late in the reporting period. C.H. Robinson
Worldwide was a top-10 contributor overall and the leading source of relative
return in the air freight segment, thanks to rising demand for its services
across a number of business units. Elsewhere in the sector, medical waste
disposal firm Stericycle was another top-10 contributor, as it benefited from
some recent acquisitions and news that it would be added to the S&P 500 Index.

HEALTH CARE, CONSUMER DISCRETIONARY HELPED

The portfolio's health care and consumer discretionary stocks outperformed
these portions of the Russell index thanks to stock picking. Health care
providers Psychiatric Solutions and DaVita were both top-10 contributors for
the year. DaVita provided more kidney dialysis treatments and was added to the
S&P 500 during the year, while Psychiatric Solutions saw rising demand for its
services, leading to improving profits and margins. Biotechnology firm
Celgene, another top-10 contributor, benefited from better sales of some of
its leading drug lines and contributions from a recent acquisition.

The consumer discretionary sector was home to the top two individual
contributors to relative performance, DeVry and Dollar Tree. Both stocks
benefited from the economic

Top Ten Holdings as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Psychiatric Solutions, Inc. 3.1% 2.1%
DeVry, Inc. 3.1% 1.8%
Immucor, Inc. 2.7% 1.5%
DaVita, Inc. 2.6% 2.9%
GameStop Corp. 2.5% 2.2%
Dollar Tree, Inc. 2.5% 1.4%
Global Payments, Inc. 2.5% 1.6%
Corrections Corp. of America 2.4% 1.6%
Alliance Data Systems Corp. 2.2% 0.5%
Stericycle, Inc. 2.2% 1.1%

* All fund returns referenced in this commentary are for A Class shares and
are not reduced by sales charges. A Class shares are subject to a maximum
sales charge of 5.75%. Had the sales charge been applied, returns would be
lower than those shown.

- ------
5

Mid Cap Growth

downturn in that discount retailer Dollar Tree saw more cost-conscious
customers come through its doors. Adult and vocational education firm DeVry
saw enrollment rise as the difficult job market put a premium on worker
education and training.

LEADING DETRACTORS

An underweight position and stock selection made consumer staples shares the
largest detractors from relative results by far. The leading detractor was
cosmetics firm Bare Escentuals, which reported disappointing profit growth and
guided analysts' expectations down for future quarters. It also hurt to be
underrepresented in food products, tobacco, and household products companies,
which held up better than the index as a whole.

In terms of individual stocks, several of the leading detractors were shares
of companies hit hard by the sharp downturn in the economy late in the year.
Topping the list were online marketing and digital ad firms ValueClick (#1
detractor for the year) and Focus Media Holdings (#2). Similarly, payment
processor VeriFone Holdings (#5) and graphics chipmaker NVIDIA (#8) were
victims of the economic turmoil. We eliminated our holdings in ValueClick and
NVIDIA, but continued to hold stakes in VeriFone and Focus Media at
period-end.

OUTLOOK

We're concerned about the length and depth of the economic recession, and
think volatility in the stock market is likely to continue, driven by
deleveraging and forced selling. Under these conditions, the market can throw
out normal earnings and valuation metrics, discounting both good companies and
bad. Indeed, we've been able to add high-quality companies trading at what we
believe are attractive valuations.

In this uncertain environment, we are maintaining an underweight in
consumer-related shares and an overweight to the health care sector. We also
maintained an underweight position in energy shares, with oil prices and
earnings derived from them falling sharply.

Top Five Industries as of October 31, 2008
% of net % of net
assets as of assets as of
10/31/08 4/30/08

IT Services 8.4% 4.7%
Health Care Providers & Services 7.7% 9.1%
Software 7.0% 5.0%
Specialty Retail 5.9% 4.5%
Semiconductors & Semiconductor Equipment 5.8% 4.8%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
10/31/08 4/30/08

Domestic Common Stocks and Futures 92.9% 88.9%
Foreign Common Stocks(1) 2.9% 6.8%
TOTAL COMMON STOCKS 95.8% 95.7%
Short-Term Investments 4.0% 3.2%
Other Assets and Liabilities 0.2% 1.1%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

- ------
6

PERFORMANCE
Small Cap Growth

Total Returns as of October 31, 2008
Average Annual Returns
Since Inception
1 year 5 years Inception Date

A CLASS(1)
No sales charge* -46.12% -2.32% 4.36%
With sales charge* -49.22% -3.48% 3.69% 7/12/99

RUSSELL 2000 GROWTH INDEX(2) -37.87% -0.13% -1.46%(3) --

S&P SMALLCAP 600 INDEX(2) -32.44% 3.33% 5.61%(3) --

Investor Class -46.00% -- -16.86% 4/3/06

Institutional Class -45.89% -- -16.69% 4/3/06

B Class(1)
No sales charge* -46.52% -2.96% 3.69%
With sales charge* -50.52% -3.19% 3.69% 7/12/99

C Class -46.51% -- -17.69% 4/3/06

R Class -46.32% -- -17.31% 4/3/06

Small Cap Growth acquired all the net assets of the Mason Street Small Cap
Growth Stock Fund on March 31, 2006, pursuant to a plan of reorganization
approved by the acquired fund's shareholders on March 23, 2006. Performance
information prior to April 1, 2006, is that of the Mason Street Small Cap
Growth Stock Fund.

(1) Class returns would have been lower if fees had not been waived.

(3) Since 7/14/99, the date nearest the A Class's inception for which data are
available.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. International
investing involves special risks, such as political instability and currency
fluctuations.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the indices
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the indices do not.

- ------
7

Small Cap Growth

Growth of $10,000 Over Life of Class

$10,000 investment made July 12, 1999

One-Year Returns Over Life of Class
Periods ended October 31
              1999*    2000      2001       2002     2003     2004     2005    2006     2007      2008

A Class**
(no sales
charge)      13.00%   63.92%    -24.37%    -7.06%   28.49%    7.39%   19.34%   6.63%   20.75%   -46.12%

Russell
2000
Growth
Index        -4.03%   16.16%    -31.50%   -21.57%   46.56%    5.53%   10.91%  17.07%   16.73%   -37.87%

S&P
SmallCap
600 Index    -6.41%   25.27%    -6.44%     -3.78%   33.58%   16.78%   15.27%  16.10%   11.55%   -32.44%

* From 7/12/99, the A Class's inception date. Index data from 7/14/99, the
date nearest the A Class's inception for which data are available. Not
annualized. Small Cap Growth A Class's initial investment is $9,425 to reflect
the maximum 5.75% initial sales charge.

** Class returns would have been lower, along with ending value, if fees had
not been waived.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. International
investing involves special risks, such as political instability and currency
fluctuations.

Unless otherwise indicated, performance reflects A Class shares; performance
for other share classes will vary due to differences in fee structure. For
information about other share classes available, please consult the
prospectus. Data assumes reinvestment of dividends and capital gains, and none
of the charts reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. Returns for the indices
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the indices do not.


- ------
8


PORTFOLIO COMMENTARY
Small Cap Growth

Portfolio Managers: Bill Walker and Andy Eng

PERFORMANCE SUMMARY

Small Cap Growth returned -46.12%* during the 12 months ended October 31,
2008. By comparison, the Russell 2000 Growth Index returned -37.87%. See page
7 for additional performance comparisons.

The portfolio's absolute return reflects the unprecedented turmoil affecting
the economy and financial markets. No sector contributed positively to
results. The biggest negative contribution to both relative and absolute
results came from information technology stocks. Industrials shares were the
leading contributors to relative return.

LEADING DETRACTORS: INFORMATION TECHNOLOGY

An overweight position and stock selection made information technology shares
the main source of weakness relative to the Russell index. The portfolio's
internet software & services, software, semiconductor, and electronic
equipment holdings all detracted substantially from relative results. The
leading detractor in the sector was mobile phone and digital media equipment
maker Cogo Group, which was hit by worries about slower economic growth
hurting demand for its products, and a changing product mix geared toward
lower-margin business.

Other top-10 detractors in the sector were Synchronoss Technologies, Riverbed
Technology, comScore, and Insight Enterprises. Computer hardware, software,
and services provider Insight Enterprises gave a downbeat outlook and reported
disappointing revenue and profit figures as a result of slower economic growth
and trouble with its online sales system, as well as some one-time charges.
Business software maker comScore revised down profit expectations and gave a
poor outlook as economic conditions deteriorated. Riverbed, which provides
technology to speed corporate networks, was a high P/E, high-momentum stock
whose share price tumbled on disappointing financial results. Communication
software maker Synchronoss underperformed after losing a piece of business
with its dominant customer, AT&T.

Top Ten Holdings as of October 31, 2008
                                                     % of net       % of net
                                                   assets as of   assets as of
                                                     10/31/08        4/30/08

NuVasive, Inc.                                         2.3%           1.4%
Alberto-Culver Co.                                     2.3%           0.9%
Team, Inc.                                             2.2%           0.9%
Dollar Tree, Inc.                                      2.2%           0.9%
Genoptix, Inc.                                         2.1%           1.1%
Silgan Holdings, Inc.                                  2.1%           0.9%
Masimo Corp.                                           2.1%           1.5%
New Oriental Education & Technology Group ADR          1.9%           1.5%
Stanley, Inc.                                          1.9%            --
Corrections Corp. of America                           1.9%           0.9%

* All fund returns referenced in this commentary are for A Class shares and
are not reduced by sales charges. A Class shares are subject to a maximum
sales charge of 5.75%. Had the sales charge been applied or if distribution
and service fees had not been waived, returns would be lower than those shown.


- ------
9


Small Cap Growth

OTHER DETRACTORS: ENERGY, HEALTH CARE

Energy shares also detracted from relative performance. Stock picks and an
underweight position in oil, gas, and consumable fuel stocks drove the
underperformance. Here the leading detractor was Alpha Natural Resources. We
were underrepresented in the stock, which performed very well early in the
fiscal year as coal prices soared; however, we made up some of that relative
underperformance in recent months as the stock declined along with coal
prices.

Health care shares were also notable detractors from relative results. The
main source of weakness by far was our positioning in the biotechnology
segment, where we held an underweight position. Many small-cap biotechnology
firms often lack the earnings history necessary for inclusion in the
portfolio; as a result, we're often underrepresented in this segment.
Unfortunately, some of the biotech stocks we did own also underperformed, such
as BioMarin Pharmaceuticals and Savient Pharmaceuticals.

LEADING CONTRIBUTORS

Industrials shares contributed most to relative results, led by stock
selection and an overweight position in aerospace and defense and commercial
services firms. The leading contributor to performance was military contractor
Axsys Technologies, whose business boomed as a result of increased defense
spending. Other key contributors from these two industry segments were
AeroVironment, Stanley, Team, and Cornell Companies.

The portfolio also enjoyed notable contributions to relative return from
positioning in the materials sector. Here it helped to be underweight the
poor-performing metals and mining stocks, and overweight containers and
packaging companies, which held up better. The leading contributor in the
sector was packaging firm Silgan Holdings, which reported record third-quarter
income despite the challenging economic environment.

OUTLOOK

Given the unprecedented events sweeping financial markets, we are working to
trim the portfolio's risk by reducing our overweight position in the volatile
information technology sector and adding shares in the relatively more stable
health care sector. Nevertheless, information technology remains our largest
sector exposure, and we continue to believe we'll see strong relative results
from these names when market conditions stabilize.

Top Five Industries as of October 31, 2008
                                                % of net       % of net
                                              assets as of   assets as of
                                                10/31/08        4/30/08

Aerospace & Defense                               7.1%           2.2%
Health Care Equipment & Supplies                  6.5%           6.9%
Internet Software & Services                      6.0%           9.2%
Commercial Services & Supplies                    5.7%           4.5%
Semiconductors & Semiconductor Equipment          5.6%           4.9%

Types of Investments in Portfolio
                                                % of net        % of net
                                              assets as of    assets as of
                                                10/31/08        4/30/08

Domestic Common Stocks and Futures               89.9%           86.1%
Foreign Common Stocks(1)                          6.9%            9.1%
TOTAL EQUITY EXPOSURE                            96.8%           95.2%
Short-Term Investments                             --             3.8%
Other Assets and Liabilities                      3.2%            1.0%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.


- ------
10


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Coverdell Education Savings Accounts and IRAs
(including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


- ------
11


                                                   Expenses Paid
                                      Ending           During
                     Beginning        Account        Period(1)        Annualized
                   Account Value       Value          5/1/08 -         Expense
                       5/1/08        10/31/08         10/31/08         Ratio(1)
Mid Cap Growth

ACTUAL

Investor Class         $1,000         $706.10          $4.50            1.05%

Institutional
Class                  $1,000         $706.70          $3.65            0.85%

A Class                $1,000         $705.10          $5.57            1.30%

B Class                $1,000         $702.70          $8.77            2.05%

C Class                $1,000         $702.30          $8.77            2.05%

R Class                $1,000         $704.10          $6.64            1.55%

HYPOTHETICAL

Investor Class         $1,000        $1,019.86         $5.33            1.05%

Institutional
Class                  $1,000        $1,020.86         $4.32            0.85%

A Class                $1,000        $1,018.60         $6.60            1.30%

B Class                $1,000        $1,014.83         $10.38           2.05%

C Class                $1,000        $1,014.83         $10.38           2.05%

R Class                $1,000        $1,017.34         $7.86            1.55%

Small Cap Growth

ACTUAL

Investor Class         $1,000         $689.90          $5.56            1.31%

Institutional
Class                  $1,000         $690.60          $4.72            1.11%

A Class                $1,000         $688.90          $6.62            1.56%

B Class                $1,000         $685.90          $9.79            2.31%

C Class                $1,000         $687.10          $9.80            2.31%

R Class                $1,000         $687.70          $7.68            1.81%

HYPOTHETICAL

Investor Class         $1,000        $1,018.55         $6.65            1.31%

Institutional
Class                  $1,000        $1,019.56         $5.63            1.11%

A Class                $1,000        $1,017.29         $7.91            1.56%

B Class                $1,000        $1,013.52         $11.69           2.31%

C Class                $1,000        $1,013.52         $11.69           2.31%

R Class                $1,000        $1,016.04         $9.17            1.81%

(1) Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.


- ------
12


SCHEDULE OF INVESTMENTS
Mid Cap Growth

OCTOBER 31, 2008

Shares                                                                    Value

Common Stocks -- 92.2%

AEROSPACE & DEFENSE -- 2.2%
    16,600  L-3 Communications Holdings, Inc.                       $ 1,347,422
   102,700  Spirit Aerosystems Holdings, Inc., Class A(1)             1,656,551
                                                                   ------------
                                                                      3,003,973
                                                                   ------------
AIR FREIGHT & LOGISTICS -- 3.5%
    56,400  C.H. Robinson Worldwide, Inc.                             2,920,392
    53,220  Expeditors International of Washington, Inc.              1,737,633
                                                                   ------------
                                                                      4,658,025
                                                                   ------------
BIOTECHNOLOGY -- 2.1%
    44,100  Celgene Corp.(1)                                          2,833,866
                                                                   ------------
CAPITAL MARKETS -- 5.3%
    61,320  Investment Technology Group, Inc.(1)                      1,251,541
    43,200  Northern Trust Corp.                                      2,432,592
    96,600  Raymond James Financial, Inc.                             2,249,814
    60,000  SEI Investments Co.                                       1,060,800
     2,200  T. Rowe Price Group, Inc.                                    86,988
                                                                   ------------
                                                                      7,081,735
                                                                   ------------
CHEMICALS -- 1.6%
    34,030  Praxair, Inc.                                             2,217,054
                                                                   ------------
COMMERCIAL BANKS -- 0.9%
   116,600  Synovus Financial Corp.                                   1,204,478
                                                                   ------------
COMMERCIAL SERVICES & SUPPLIES -- 5.6%
   169,200  Corrections Corp. of America(1)                           3,233,412
    70,200  Ritchie Bros. Auctioneers, Inc.(1)                        1,303,614
    50,380  Stericycle, Inc.(1)                                       2,943,703
                                                                   ------------
                                                                      7,480,729
                                                                   ------------
CONSTRUCTION & ENGINEERING -- 0.6%
    27,600  Foster Wheeler Ltd.(1)                                      756,240
                                                                   ------------
CONTAINERS & PACKAGING -- 1.2%
    71,000  Owens-Illinois, Inc.(1)                                   1,624,480
                                                                   ------------
DIVERSIFIED CONSUMER SERVICES -- 3.1%
    73,900  DeVry, Inc.                                               4,189,391
                                                                   ------------
DIVERSIFIED FINANCIAL SERVICES -- 0.6%
    10,112  IntercontinentalExchange, Inc.(1)                           865,183
                                                                   ------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 1.6%
    75,220  Amphenol Corp., Class A                                   2,155,053
                                                                   ------------
ENERGY EQUIPMENT & SERVICES -- 4.1%
    93,800  Cameron International Corp.(1)                            2,275,588
     9,500  Diamond Offshore Drilling, Inc.                             843,600

Shares                                                                    Value

    37,400  National Oilwell Varco, Inc.(1)                         $ 1,117,886
    36,400  Smith International, Inc.                                 1,255,072
                                                                   ------------
                                                                      5,492,146
                                                                   ------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 5.4%
   134,570  Immucor, Inc.(1)                                          3,572,833
     6,400  Intuitive Surgical, Inc.(1)                               1,105,856
    34,100  Mettler-Toledo International, Inc.(1)                     2,610,014
                                                                   ------------
                                                                      7,288,703
                                                                   ------------
HEALTH CARE PROVIDERS & SERVICES -- 7.7%
    60,400  DaVita, Inc.(1)                                           3,427,700
    45,600  Express Scripts, Inc.(1)                                  2,763,816
   126,595  Psychiatric Solutions, Inc.(1)                            4,214,348
                                                                   ------------
                                                                     10,405,864
                                                                   ------------
HOTELS, RESTAURANTS & LEISURE -- 1.4%
    91,400  Jack in the Box, Inc.(1)                                  1,837,140
                                                                   ------------
INSURANCE -- 1.2%
    60,900  Assured Guaranty Ltd.                                       683,907
    99,700  MBIA, Inc.                                                  980,051
                                                                   ------------
                                                                      1,663,958
                                                                   ------------
IT SERVICES -- 8.4%
    59,400  Alliance Data Systems Corp.(1)                            2,979,504
    70,560  Cognizant Technology Solutions Corp., Class A(1)          1,354,752
    81,900  Global Payments, Inc.                                     3,317,769
    87,110  NeuStar, Inc., Class A(1)                                 1,716,067
    99,100  VeriFone Holdings, Inc.(1)                                1,125,776
    49,700  Western Union Co. (The)                                     758,422
                                                                   ------------
                                                                     11,252,290
                                                                   ------------
LIFE SCIENCES TOOLS & SERVICES -- 1.1%
    42,800  Charles River Laboratories International, Inc.(1)         1,533,524
                                                                   ------------
MACHINERY -- 1.3%
    14,000  Cummins, Inc.                                               361,900
    60,300  Harsco Corp.                                              1,427,301
                                                                   ------------
                                                                      1,789,201
                                                                   ------------
MEDIA -- 1.5%
   105,700  Focus Media Holding Ltd. ADR(1)                           1,958,621
                                                                   ------------
METALS & MINING -- 1.3%
    25,700  SPDR S&P Metals & Mining ETF(3)                             799,013
    95,600  Titanium Metals Corp.                                       890,036
                                                                   ------------
                                                                      1,689,049
                                                                   ------------
MULTILINE RETAIL -- 2.5%
    88,100  Dollar Tree, Inc.(1)                                      3,349,562
                                                                   ------------


- ------
13


Mid Cap Growth

Shares                                                                    Value

OIL, GAS & CONSUMABLE FUELS -- 5.5%
    62,500  Equitable Resources, Inc.                               $ 2,169,375
    55,630  Range Resources Corp.                                     2,348,699
    47,600  SandRidge Energy, Inc.(1)                                   509,320
    64,800  Southwestern Energy Co.(1)                                2,308,176
                                                                   ------------
                                                                      7,335,570
                                                                   ------------
PERSONAL PRODUCTS -- 0.3%
    98,800  Bare Escentuals, Inc.(1)                                    412,984
                                                                   ------------
ROAD & RAIL -- 2.9%
    77,610  J.B. Hunt Transport Services, Inc.                        2,206,452
   103,200  Knight Transportation, Inc.                               1,640,880
                                                                   ------------
                                                                      3,847,332
                                                                   ------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 5.8%
   154,100  Intersil Corp., Class A                                   2,109,629
    66,750  KLA-Tencor Corp.                                          1,551,938
    97,997  Microchip Technology, Inc.                                2,413,666
    88,600  Varian Semiconductor Equipment Associates, Inc.(1)        1,738,332
                                                                   ------------
                                                                      7,813,565
                                                                   ------------
SOFTWARE -- 7.0%
   172,294  Activision Blizzard, Inc.(1)                              2,146,783
    45,900  Cerner Corp.(1)                                           1,708,857
    49,738  Citrix Systems, Inc.(1)                                   1,281,749
    44,200  FactSet Research Systems, Inc.                            1,714,518
    80,500  McAfee, Inc.(1)                                           2,620,275
                                                                   ------------
                                                                      9,472,182
                                                                   ------------
SPECIALTY RETAIL -- 5.9%
   149,900  Collective Brands, Inc.(1)                                1,917,221
   123,200  GameStop Corp., Class A(1)                                3,374,448

Shares/Principal Amount                                                   Value

        39,670  O'Reilly Automotive, Inc.(1)                        $ 1,075,454
        71,000  Urban Outfitters, Inc.(1)                             1,543,540
                                                                   ------------
                                                                      7,910,663
                                                                   ------------
TRADING COMPANIES & DISTRIBUTORS -- 0.6%
        22,900  MSC Industrial Direct Co., Class A                      821,194
                                                                   ------------
TOTAL COMMON STOCKS
(Cost $149,573,388)                                                 123,943,755
                                                                   ------------

Short-Term Investments -- 4.0%

    $3,000,000  FHLB Discount Notes, 1.25%, 11/18/08(2)               2,999,781
     2,400,000  FHLB Discount Notes, 0.25%, 11/28/08(2)               2,399,707
                                                                   ------------
TOTAL SHORT-TERM INVESTMENTS
(Cost $5,398,000)                                                     5,399,488
                                                                   ------------

Short-Term Investments -- Segregated for Futures Contracts -- 3.6%

     2,400,000  FHLB Discount Notes, 1.05%, 11/24/08(2)(3)            2,399,755
     2,400,000  General Electric Cap Corp., 0.15%,
                11/3/08(2)(3)                                         2,399,717
                                                                   ------------
TOTAL SHORT-TERM INVESTMENTS -- SEGREGATED
FOR FUTURES CONTRACTS
(Cost $4,798,149)                                                     4,799,472
                                                                   ------------
TOTAL INVESTMENT SECURITIES -- 99.8%
(Cost $159,769,537)                                                 134,142,715
                                                                   ------------
OTHER ASSETS AND LIABILITIES -- 0.2%                                    349,194
                                                                   ------------
TOTAL NET ASSETS -- 100.0%                                         $134,491,909
                                                                   ============

Futures Contracts
                            Expiration       Underlying Face      Unrealized Gain
   Contracts Purchased         Date          Amount at Value          (Loss)

   17  S&P MidCap 400
       Index Futures       December 2008       $4,831,400           $(570,920)
                                               ==========           ==========

Notes to Schedule of Investments

ADR = American Depositary Receipt

ETF = Exchange Traded Fund

FHLB = Federal Home Loan Bank

SPDR = Standard & Poor's Depository Receipts

(1) Non-income producing.

(2) The rate indicated is the yield to maturity at purchase.

(3) Security, or portion thereof, has been segregated for futures contracts.
At period end, the aggregate value of securities pledged was $4,831,400.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
14


Small Cap Growth

OCTOBER 31, 2008

Shares                                                                Value

Common Stocks -- 96.0%

AEROSPACE & DEFENSE -- 7.1%
   10,900  AeroVironment, Inc.(1)                                 $ 391,528
   17,228  Astronics Corp.(1)                                       215,350
    5,848  Axsys Technologies, Inc.(1)                              386,143
   13,850  Stanley, Inc.(1)                                         474,501
    9,942  TransDigm Group, Inc.(1)                                 299,652
                                                                -----------
                                                                  1,767,174
                                                                -----------
AIR FREIGHT & LOGISTICS -- 1.1%
    8,895  Hub Group, Inc., Class A(1)                              279,748
                                                                -----------
AIRLINES -- 0.1%
      900  Allegiant Travel Co.(1)                                   35,847
                                                                -----------
BEVERAGES -- 1.1%
    9,110  Central European Distribution Corp.(1)                   262,277
                                                                -----------
BIOTECHNOLOGY -- 2.2%
   12,425  BioMarin Pharmaceutical, Inc.(1)                         227,626
    2,150  iShares Nasdaq Biotechnology Index Fund(2)               153,532
    1,900  United Therapeutics Corp.(1)                             165,737
                                                                -----------
                                                                    546,895
                                                                -----------
CAPITAL MARKETS -- 2.1%
   12,112  Investment Technology Group, Inc.(1)                     247,206
    9,329  KBW, Inc.(1)                                             273,153
                                                                -----------
                                                                    520,359
                                                                -----------
CHEMICALS -- 0.9%
   16,700  Calgon Carbon Corp.(1)                                   222,444
                                                                -----------
COMMERCIAL BANKS -- 1.1%
   29,696  Boston Private Financial Holdings, Inc.                  262,513
                                                                -----------
COMMERCIAL SERVICES & SUPPLIES -- 5.7%
   18,177  Cornell Cos, Inc.(1)                                     413,890
   24,764  Corrections Corp. of America(1)                          473,240
   19,388  Team, Inc.(1)                                            538,405
                                                                -----------
                                                                  1,425,535
                                                                -----------
COMMUNICATIONS EQUIPMENT -- 3.6%
    7,150  Comtech Telecommunications Corp.(1)                      346,203
   15,250  DG FastChannel, Inc.(1)                                  270,077
   11,258  F5 Networks, Inc.(1)                                     279,424
                                                                -----------
                                                                    895,704
                                                                -----------
CONTAINERS & PACKAGING -- 2.1%
   11,126  Silgan Holdings, Inc.                                    517,804
                                                                -----------

Shares                                                                Value

DISTRIBUTORS -- 0.9%
   19,704  LKQ Corp.(1)                                           $ 225,414
                                                                -----------
DIVERSIFIED CONSUMER SERVICES -- 3.5%
    8,609  American Public Education, Inc.(1)                       381,121
    7,495  New Oriental Education & Technology Group ADR(1)         479,305
                                                                -----------
                                                                    860,426
                                                                -----------
DIVERSIFIED FINANCIAL SERVICES -- 0.3%
    1,800  Portfolio Recovery Associates, Inc.(1)                    64,584
                                                                -----------
ELECTRIC UTILITIES -- 1.8%
   11,300  ITC Holdings Corp.                                       458,554
                                                                -----------
ELECTRICAL EQUIPMENT -- 0.2%
    8,300  GT Solar International, Inc.(1)                           38,263
    1,817  Polypore International, Inc.(1)                           15,499
                                                                -----------
                                                                     53,762
                                                                -----------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.6%
   18,239  Mellanox Technologies Ltd.(1)                            141,535
                                                                -----------
ENERGY EQUIPMENT & SERVICES -- 3.0%
    2,750  Core Laboratories NV                                     202,675
    4,059  IHS, Inc., Class A(1)                                    143,648
   24,200  ION Geophysical Corp.(1)                                 158,752
    3,766  Oceaneering International, Inc.(1)                       106,088
    5,993  T-3 Energy Services, Inc.(1)                             144,491
                                                                -----------
                                                                    755,654
                                                                -----------
FOOD PRODUCTS -- 1.8%
   10,300  Flowers Foods, Inc.                                      305,395
    4,300  TreeHouse Foods, Inc.(1)                                 130,118
                                                                -----------
                                                                    435,513
                                                                -----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 6.5%
   16,118  Masimo Corp.(1)                                          515,615
   13,640  Meridian Bioscience, Inc.                                335,271
   12,372  NuVasive, Inc.(1)                                        582,598
    7,718  Thoratec Corp.(1)                                        190,017
                                                                -----------
                                                                  1,623,501
                                                                -----------
HEALTH CARE PROVIDERS & SERVICES -- 5.2%
    6,950  athenahealth, Inc.(1)                                    212,670
    2,850  CardioNet, Inc.(1)                                        72,931
   15,711  Genoptix, Inc.(1)                                        525,376
    2,850  IPC The Hospitalist Co., Inc.(1)                          58,026
   12,995  Psychiatric Solutions, Inc.(1)                           432,604
                                                                -----------
                                                                  1,301,607
                                                                -----------


- ------
15


Small Cap Growth

Shares                                                                Value

HEALTH CARE TECHNOLOGY -- 0.9%
   16,068  Phase Forward, Inc.(1)                                 $ 229,290
                                                                -----------
HOTELS, RESTAURANTS & LEISURE -- 1.6%
   11,250  Jack in the Box, Inc.(1)                                 226,125
    8,680  Life Time Fitness, Inc.(1)                               165,267
                                                                -----------
                                                                    391,392
                                                                -----------
INTERNET SOFTWARE & SERVICES -- 6.0%
    8,637  Bankrate, Inc.(1)                                        284,244
   20,511  comScore, Inc.(1)                                        250,234
   21,548  Omniture, Inc.(1)                                        247,802
   28,657  Switch & Data Facilities Co., Inc.(1)                    269,949
   16,582  VistaPrint Ltd.(1)                                       283,055
    9,461  Vocus, Inc.(1)                                           159,228
                                                                -----------
                                                                  1,494,512
                                                                -----------
IT SERVICES -- 2.6%
   18,150  Cybersource Corp.(1)                                     220,522
   23,734  Global Cash Access Holdings, Inc.(1)                      66,930
   17,714  NeuStar, Inc., Class A(1)                                348,966
                                                                -----------
                                                                    636,418
                                                                -----------
LIFE SCIENCES TOOLS & SERVICES -- 2.6%
   10,059  ICON plc ADR(1)                                          255,197
   12,712  Illumina, Inc.(1)                                        391,911
                                                                -----------
                                                                    647,108
                                                                -----------
MACHINERY -- 1.5%
    2,843  Bucyrus International, Inc.                               68,602
      923  Energy Recovery, Inc.(1)                                   5,353
    4,361  Kaydon Corp.                                             145,701
   12,446  Titan Machinery, Inc.(1)                                 154,081
                                                                -----------
                                                                    373,737
                                                                -----------
METALS & MINING -- 0.4%
    3,228  SPDR S&P Metals & Mining ETF(2)                          100,359
                                                                -----------
MULTI-INDUSTRY -- 0.7%
   11,350  Financial Select Sector SPDR Fund(2)                     176,266
                                                                -----------
MULTILINE RETAIL -- 2.2%
   14,126  Dollar Tree, Inc.(1)                                     537,071
                                                                -----------
OIL, GAS & CONSUMABLE FUELS -- 4.1%
   11,794  Arena Resources, Inc.(1)                                 359,481
    6,713  Carrizo Oil & Gas, Inc.(1)                               157,017
    3,300  Contango Oil & Gas Co.(1)                                181,500
   11,550  EXCO Resources, Inc.(1)                                  106,144

Shares                                                                Value

    4,980  Petroleum Development Corp.(1)                         $ 103,136
    2,250  Whiting Petroleum Corp.(1)                               116,978
                                                                -----------
                                                                  1,024,256
                                                                -----------
PERSONAL PRODUCTS -- 2.3%
   22,013  Alberto-Culver Co.                                       566,394
                                                                -----------
PROFESSIONAL SERVICES -- 1.6%
   19,262  Hill International, Inc.(1)                              120,965
    5,100  Huron Consulting Group, Inc.(1)                          277,287
                                                                -----------
                                                                    398,252
                                                                -----------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 2.1%
    7,078  Digital Realty Trust, Inc.                               236,971
   51,156  MFA Mortgage Investments, Inc.                           281,358
                                                                -----------
                                                                    518,329
                                                                -----------
ROAD & RAIL -- 1.8%
   28,693  Knight Transportation, Inc.                              456,219
                                                                -----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 5.6%
   21,505  Advanced Energy Industries, Inc.(1)                      229,458
   13,477  Atheros Communications, Inc.(1)                          242,182
   13,330  Diodes, Inc.(1)                                          131,701
   12,652  Netlogic Microsystems, Inc.(1)                           267,210
   10,282  Rubicon Technology, Inc.(1)                               54,700
    9,274  Tessera Technologies, Inc.(1)                            160,255
   67,450  TriQuint Semiconductor, Inc.(1)                          302,176
                                                                -----------
                                                                  1,387,682
                                                                -----------
SOFTWARE -- 4.1%
    8,753  Blackboard, Inc.(1)                                      214,273
    6,293  Concur Technologies, Inc.(1)                             158,772
   24,827  Synchronoss Technologies, Inc.(1)                        192,906
    8,744  Taleo Corp., Class A(1)                                  120,667
   46,739  VanceInfo Technologies, Inc. ADR(1)                      343,532
                                                                -----------
                                                                  1,030,150
                                                                -----------
SPECIALTY RETAIL -- 2.3%
   10,450  Lumber Liquidators, Inc.(1)                               87,049
   17,350  PetSmart, Inc.                                           341,621
   14,900  Zumiez, Inc.(1)                                          145,424
                                                                -----------
                                                                    574,094
                                                                -----------
TEXTILES, APPAREL & LUXURY GOODS -- 1.7%
    7,500  Phillips-Van Heusen Corp.                                183,825
    7,842  Warnaco Group, Inc. (The)(1)                             233,770
                                                                -----------
                                                                    417,595
                                                                -----------


- ------
16


Small Cap Growth

Shares                                                                Value

THRIFTS & MORTGAGE FINANCE -- 0.3%
    4,483  Encore Bancshares, Inc.(1)                              $ 74,821
                                                                -----------
WIRELESS TELECOMMUNICATION SERVICES -- 0.7%
   47,416  Centennial Communications Corp.(1)                       168,801
                                                                -----------
TOTAL COMMON STOCKS
(Cost $28,123,210)                                               23,859,596
                                                                -----------

Principal Amount                                                      Value

Short-Term Investments --
Segregated for Futures Contracts -- 0.8%

   $200,000  FHLB Discount Notes, 1.25%, 12/18/08(2)(3)           $ 199,916
(Cost $199,674)
                                                                -----------
TOTAL INVESTMENT SECURITIES -- 96.8%
(Cost $28,322,884)                                               24,059,512
                                                                -----------
OTHER ASSETS AND LIABILITIES -- 3.2%                                790,304
                                                                -----------
TOTAL NET ASSETS -- 100.0%                                      $24,849,816
                                                                ===========

Futures Contracts
                           Expiration       Underlying Face       Unrealized Gain
  Contracts Purchased         Date          Amount at Value           (Loss)

   1  Russell 2000
      Index Futures       December 2008         $269,000              $21,376
                                                ========              =======

Notes to Schedule of Investments

ADR = American Depositary Receipt

ETF = Exchange Traded Fund

FHLB = Federal Home Loan Bank

SPDR = Standard & Poor's Depository Receipts

(1) Non-income producing.

(2) Security, or portion thereof, has been segregated for futures contracts.
At period end, the aggregate value of securities pledged was $269,000.

(3) The rate indicated is the yield to maturity at purchase.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
17


STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
                                                                      Small Cap
                                                    Mid Cap Growth      Growth
ASSETS

Investment securities, at value (cost of
$159,769,537 and $28,322,884, respectively)           $134,142,715     $24,059,512

Cash                                                        72,597         179,838

Receivable for investments sold                            300,413         779,739

Receivable for capital shares sold                           6,042          46,489

Receivable for variation margin on futures
contracts                                                   73,100          10,750

Dividends and interest receivable                           35,338           1,036
                                                      ------------     -----------
                                                       134,630,205      25,077,364
                                                      ------------     -----------

LIABILITIES

Payable for investments purchased                               --         152,347

Payable for capital shares redeemed                         33,108          42,200

Accrued management fees                                     99,113          27,886

Distribution fees payable                                    1,909           1,707

Service fees (and distribution fees -- A Class
and R Class) payable                                         4,166           3,408
                                                      ------------     -----------
                                                           138,296         227,548
                                                      ------------     -----------

NET ASSETS                                            $134,491,909     $24,849,816
                                                      ============     ===========

See Notes to Financial Statements.


- ------
18


OCTOBER 31, 2008
                                                                      Small Cap
                                                  Mid Cap Growth       Growth
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus)              $160,822,171      $36,859,113

Accumulated net realized loss on investment
transactions                                            (132,520)      (7,767,301)

Net unrealized depreciation on investments           (26,197,742)      (4,241,996)
                                                     ------------      -----------
                                                     $134,491,909      $24,849,816
                                                     ============      ===========

INVESTOR CLASS, $0.01 PAR VALUE

Net assets                                             $1,350,246       $1,172,105

Shares outstanding                                        140,535          142,799

Net asset value per share                                   $9.61            $8.21

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets                                           $114,131,376       $8,627,394

Shares outstanding                                     11,815,253        1,044,551

Net asset value per share                                   $9.66            $8.26

A CLASS, $0.01 PAR VALUE

Net assets                                            $15,886,055      $12,359,511

Shares outstanding                                      1,665,512        1,511,929

Net asset value per share                                   $9.54            $8.17

Maximum offering price (net asset value divided
by 0.9425)                                                 $10.12            $8.67

B CLASS, $0.01 PAR VALUE

Net assets                                             $2,965,209       $2,488,564

Shares outstanding                                        340,188          327,201

Net asset value per share                                   $8.72            $7.61

C CLASS, $0.01 PAR VALUE

Net assets                                                $74,868         $124,576

Shares outstanding                                          8,019           15,638

Net asset value per share                                   $9.34            $7.97

R CLASS, $0.01 PAR VALUE

Net assets                                                $84,155          $77,666

Shares outstanding                                          8,886            9,607

Net asset value per share                                   $9.47            $8.08

See Notes to Financial Statements.


- ------
19


STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
                                                                      Small Cap
                                                  Mid Cap Growth       Growth
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of
$4,468 and $402, respectively)                          $ 928,722         $ 94,671

Interest                                                  333,561           81,956
                                                    -------------    -------------
                                                        1,262,283          176,627
                                                    -------------    -------------

EXPENSES:

Management fees                                         1,639,872          443,503

Distribution fees:

 B Class                                                   34,559           32,285

 C Class                                                      967              977

Service fees:

 B Class                                                   11,520           10,761

 C Class                                                      322              325

Distribution and service fees:

 A Class                                                   63,125           53,038

 R Class                                                      465              376

Directors' fees and expenses                                5,835            1,757

Other expenses                                                493               97
                                                    -------------    -------------
                                                        1,757,158          543,119
                                                    -------------    -------------
Amount waived                                             (2,154)         (20,654)
                                                    -------------    -------------
                                                        1,755,004          522,465
                                                    -------------    -------------

NET INVESTMENT INCOME (LOSS)                            (492,721)        (345,838)
                                                    -------------    -------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions                                 1,462,968      (6,555,691)

Futures transactions                                    (572,791)      (1,037,625)
                                                    -------------    -------------
                                                          890,177      (7,593,316)
                                                    -------------    -------------

CHANGE IN NET UNREALIZED APPRECIATION
(DEPRECIATION) ON:

Investments                                          (75,667,173)     (14,191,363)

Futures                                                 (699,060)            6,446
                                                    -------------    -------------
                                                     (76,366,233)     (14,184,917)
                                                    -------------    -------------

NET REALIZED AND UNREALIZED GAIN (LOSS)              (75,476,056)     (21,778,233)
                                                    -------------    -------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS                                     $(75,968,777)    $(22,124,071)
                                                    =============    =============

See Notes to Financial Statements.


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20


STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007
                               Mid Cap Growth               Small Cap Growth
Increase (Decrease)
in Net Assets               2008           2007           2008           2007

OPERATIONS

Net investment income
(loss)                    $ (492,721)    $ (205,937)    $ (345,838)    $ (394,903)

Net realized gain
(loss)                        890,177     20,994,253    (7,593,316)      7,363,154

Change in net
unrealized
appreciation
(depreciation)           (76,366,233)     26,844,008   (14,184,917)      1,941,390
                         ------------   ------------   ------------   ------------
Net increase
(decrease) in net
assets resulting from
operations               (75,968,777)     47,632,324   (22,124,071)      8,909,641
                         ------------   ------------   ------------   ------------

DISTRIBUTIONS TO SHAREHOLDERS

From net realized
gains:

 Investor Class             (157,129)       (17,063)      (140,197)       (34,247)

 Institutional
 Class                   (16,583,729)    (7,634,579)    (1,012,615)      (100,277)

 A Class                  (2,936,941)    (1,979,362)    (3,750,708)    (2,404,950)

 B Class                    (596,144)      (373,134)      (806,805)      (410,373)

 C Class                     (14,246)        (7,699)       (21,577)        (7,151)

 R Class                     (10,685)        (1,280)        (5,404)        (1,413)

From return of
capital:

 Investor Class                    --             --       (28,879)             --

 Institutional
 Class                             --             --      (208,584)             --

 A Class                           --             --      (772,592)             --

 B Class                           --             --      (166,190)             --

 C Class                           --             --        (4,444)             --

 R Class                           --             --        (1,113)             --
                         ------------   ------------   ------------   ------------
Decrease in net
assets from
distributions            (20,298,874)   (10,013,117)    (6,919,108)    (2,958,411)
                         ------------   ------------   ------------   ------------

CAPITAL SHARE TRANSACTIONS

Net increase
(decrease) in net
assets from capital
share transactions         14,134,544    (3,715,693)      7,727,163   (10,361,918)
                         ------------   ------------   ------------   ------------

NET INCREASE
(DECREASE) IN NET
ASSETS                   (82,133,107)     33,903,514   (21,316,016)    (4,410,688)

NET ASSETS

Beginning of period       216,625,016    182,721,502     46,165,832     50,576,520
                         ------------   ------------   ------------   ------------
End of period            $134,491,909   $216,625,016   $ 24,849,816   $ 46,165,832
                         ============   ============   ============   ============

See Notes to Financial Statements.


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21


NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. American Century-Mason Street Mid Cap
Growth Fund (Mid Cap Growth) and American Century-Mason Street Small Cap
Growth Fund (Small Cap Growth) (the funds) are two funds in a series issued by
the corporation. The funds are diversified under the 1940 Act. The funds'
investment objective is to seek long-term capital growth. Mid Cap Growth
invests primarily in stocks of mid-sized companies. Small Cap Growth invests
primarily in stocks of smaller market capitalization companies. The following
is a summary of the funds' significant accounting policies.

MULTIPLE CLASS -- The funds are authorized to issue the Investor Class, the
Institutional Class, the A Class, the B Class, the C Class and the R Class.
The A Class may incur an initial sales charge. The A Class, B Class and C
Class may be subject to a contingent deferred sales charge. The share classes
differ principally in their respective sales charges and distribution and
shareholder servicing expenses and arrangements. All shares of each fund
represent an equal pro rata interest in the net assets of the class to which
such shares belong, and have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except for class specific expenses
and exclusive rights to vote on matters affecting only individual classes.
Income, non-class specific expenses, and realized and unrealized capital gains
and losses of the funds are allocated to each class of shares based on their
relative net assets.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Debt securities maturing within
60 days at the time of purchase may be valued at cost, plus or minus any
amortized discount or premium. Discount notes may be valued through a
commercial pricing service or at amortized cost, which approximates fair
value. Securities traded on foreign securities exchanges and over-the-counter
markets are normally completed before the close of business on days that the
New York Stock Exchange (the Exchange) is open and may also take place on days
when the Exchange is not open. If an event occurs 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, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The funds estimate the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.


- ------
22


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

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes -- an interpretation of FASB Statement No. 109" during the
current fiscal year. The funds are no longer subject to examination by tax
authorities for years prior to 2005. At this time, management believes there
are no uncertain tax positions which, based on their technical merit, would
not be sustained upon examination and for which it is reasonably possible that
the total amounts of unrecognized tax benefits will significantly change in
the next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income and net
realized gains, if any, are generally declared and paid annually.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with American Century Investment Management, Inc. (ACIM) (the investment
advisor), under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the funds, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of each fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account each fund's
assets as well as certain assets, if any, of other clients of the investment
advisor outside the American Century Investments family of funds (such as
subadvised funds and separate accounts) that have very similar investment
teams and investment strategies (strategy assets). The annual management fee
schedule for Mid Cap Growth ranges from 1.00% to 1.05% for the Investor Class,
A Class, B Class, C Class and R Class. The annual management fee schedule for
Small Cap Growth ranges from 1.10% to 1.30% for the Investor Class, A Class, B
Class, C Class and R Class. The Institutional Class is 0.20% less at each
point within the range.


- ------
23


The effective annual management fee for each class of each fund for the year
ended October 31, 2008, was as follows:

                      Investor, A, B, C & R   Institutional

Mid Cap Growth                1.05%               0.85%

Small Cap Growth              1.30%               1.10%

ACIM has entered into a Subadvisory Agreement with Mason Street Advisors LLC
(the subadvisor) on behalf of the funds. The subadvisor makes investment
decisions for the funds in accordance with the funds' investment objectives,
policies, and restrictions under the supervision of ACIM and the Board of
Directors. ACIM pays all costs associated with retaining Mason Street as the
subadvisor of the funds.

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the A
Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plans provide that the A Class and the R Class will
pay American Century Investment Services, Inc. (ACIS) an annual distribution
and service fee of 0.25% for the A Class and 0.50% for the R Class. The plans
provide that the B Class and C Class will each pay ACIS an annual distribution
fee of 0.75% and service fee of 0.25%. The fees are computed and accrued daily
based on each class's daily net assets and paid monthly in arrears. The fees
are used to pay financial intermediaries for distribution and individual
shareholder services. Fees incurred under the plans during the year ended
October 31, 2008, are detailed in the Statement of Operations. ACIS
voluntarily waived a portion of the distribution and service fees through
March 31, 2008, by 0.10% for the B Class of Mid Cap Growth and by 0.15% and
0.25% for the A Class and B Class of Small Cap Growth, respectively. The total
amount of the waivers for the year ended October 31, 2008, was as follows:

                         A        B

Mid Cap Growth          --     $2,154

Small Cap Growth      $15,421  $5,233

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

Prior to December 12, 2007, the funds had a bank line of credit agreement with
JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the funds and a wholly
owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity investor in
ACC.

3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the year ended
October 31, 2008, were as follows:

                         Mid Cap Growth   Small Cap Growth

Purchases                  $86,798,461       $50,971,169

Proceeds from sales        $92,266,215       $49,584,011


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24


4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the funds were as follows:

                             Year ended October 31,
                                      2008             Year ended October 31, 2007
                             Shares        Amount         Shares        Amount
Mid Cap Growth

INVESTOR CLASS/SHARES
AUTHORIZED                  55,000,000                   55,000,000
                            ==========                  ===========
Sold                           146,564    $ 2,000,750        53,696      $ 861,276

Issued in reinvestment
of distributions                11,084        157,061         1,253         17,063

Redeemed                      (83,772)    (1,066,466)      (10,923)      (161,735)
                            ----------    -----------   -----------   ------------
                                73,876      1,091,345        44,026        716,604
                            ----------    -----------   -----------   ------------

INSTITUTIONAL
CLASS/SHARES AUTHORIZED     50,000,000                   50,000,000
                            ==========                  ===========
Sold                                --             --            --             --

Issued in reinvestment
of distributions             1,166,226     16,582,487       559,720      7,634,579

Redeemed                            --             --            --             --
                            ----------    -----------   -----------   ------------
                             1,166,226     16,582,487       559,720      7,634,579
                            ----------    -----------   -----------   ------------

A CLASS/SHARES AUTHORIZED   20,000,000                   20,000,000
                            ==========                  ===========
Sold                           210,028      2,736,138       356,472      5,183,353

Issued in reinvestment
of distributions               205,493      2,897,444       141,971      1,929,392

Redeemed                     (696,188)    (8,610,535)   (1,221,667)   (17,603,091)
                            ----------    -----------   -----------   ------------
                             (280,667)    (2,976,953)     (723,224)   (10,490,346)
                            ----------    -----------   -----------   ------------

B CLASS/SHARES AUTHORIZED   10,000,000                   10,000,000
                            ==========                  ===========
Sold                            12,622        147,651        36,843        481,205

Issued in reinvestment
of distributions                45,603        591,014        29,049        368,634

Redeemed                     (107,817)    (1,299,660)     (190,268)    (2,543,506)
                            ----------    -----------   -----------   ------------
                              (49,592)      (560,995)     (124,376)    (1,693,667)
                            ----------    -----------   -----------   ------------

C CLASS/SHARES AUTHORIZED   10,000,000                   10,000,000
                            ==========                  ===========
Sold                             2,452         31,175         6,298         91,015

Issued in reinvestment
of distributions                   764         10,607           365          4,935

Redeemed                       (5,632)       (63,910)       (3,551)       (49,016)
                            ----------    -----------   -----------   ------------
                               (2,416)       (22,128)         3,112         46,934
                            ----------    -----------   -----------   ------------

R CLASS/SHARES AUTHORIZED   10,000,000                   10,000,000
                            ==========                  ===========
Sold                             2,514         24,784         6,832         95,371

Issued in reinvestment
of distributions                   762         10,685            94          1,280

Redeemed                       (1,221)       (14,681)       (1,786)       (26,448)
                            ----------    -----------   -----------   ------------
                                 2,055         20,788         5,140         70,203
                            ----------    -----------   -----------   ------------
Net increase (decrease)        909,482    $14,134,544     (235,602)   $(3,715,693)
                            ==========    ===========   ===========   ============


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25


                            Year ended October 31,
                                     2008             Year ended October 31, 2007
                             Shares        Amount        Shares         Amount
Small Cap Growth

INVESTOR CLASS/SHARES
AUTHORIZED                  55,000,000                  55,000,000
                            ==========                  ==========
Sold                           227,292   $ 2,625,169        24,900       $ 414,030

Issued in reinvestment
of distributions                12,377       169,076         2,202          34,247

Redeemed                     (152,025)   (1,443,247)       (8,573)       (138,996)
                            ----------   -----------    ----------   -------------
                                87,644     1,350,998        18,529         309,281
                            ----------   -----------    ----------   -------------

INSTITUTIONAL
CLASS/SHARES AUTHORIZED     50,000,000                  50,000,000
                            ==========                  ==========
Sold                         1,064,970    13,098,409       432,499       6,911,741

Issued in reinvestment
of distributions                27,389       375,778         2,388          37,213

Redeemed                     (496,906)   (5,900,146)      (58,457)       (946,327)
                            ----------   -----------    ----------   -------------
                               595,453     7,574,041       376,430       6,002,627
                            ----------   -----------    ----------   -------------

A CLASS/SHARES
AUTHORIZED                  20,000,000                  20,000,000
                            ==========                  ==========
Sold                           231,122     2,810,479       278,465       4,485,744

Issued in reinvestment
of distributions               318,209     4,337,860       145,027       2,253,726

Redeemed                     (709,305)   (8,235,921)   (1,360,627)    (22,092,686)
                            ----------   -----------    ----------   -------------
                             (159,974)   (1,087,582)     (937,135)    (15,353,216)
                            ----------   -----------    ----------   -------------

B CLASS/SHARES
AUTHORIZED                  10,000,000                  10,000,000
                            ==========                  ==========
Sold                            11,755       131,881        19,279         290,474

Issued in reinvestment
of distributions                73,823       941,984        26,709         395,563

Redeemed                     (119,079)   (1,324,579)     (134,473)     (2,051,933)
                            ----------   -----------    ----------   -------------
                              (33,501)     (250,714)      (88,485)     (1,365,896)
                            ----------   -----------    ----------   -------------

C CLASS/SHARES
AUTHORIZED                  10,000,000                  10,000,000
                            ==========                  ==========
Sold                             6,370        55,338         3,989          62,568

Issued in reinvestment
of distributions                 1,945        26,021           447           6,897

Redeemed                       (2,134)      (24,161)       (2,361)        (37,369)
                            ----------   -----------    ----------   -------------
                                 6,181        57,198         2,075          32,096
                            ----------   -----------    ----------   -------------

R CLASS/SHARES
AUTHORIZED                  10,000,000                  10,000,000
                            ==========                  ==========
Sold                             6,811        77,007           816          12,595

Issued in reinvestment
of distributions                   482         6,517            91           1,413

Redeemed                          (26)         (302)          (50)           (818)
                            ----------   -----------    ----------   -------------
                                 7,267        83,222           857          13,190
                            ----------   -----------    ----------   -------------
Net increase (decrease)        503,070   $ 7,727,163     (627,729)   $(10,361,918)
                            ==========   ===========    ==========   =============

5. BANK LINE OF CREDIT

Effective December 12, 2007, the funds, along with certain other funds managed
by ACIM or American Century Global Investment Management, Inc. (ACGIM), have a
$500,000,000 unsecured bank line of credit agreement with Bank of America,
N.A. Prior to December 12, 2007, the funds, along with certain other funds
managed by ACIM or ACGIM, had a $500,000,000 unsecured bank line of credit
agreement with JPMCB. The funds may borrow money for temporary or emergency
purposes to fund shareholder redemptions. Borrowings under the agreement,
which is subject to annual renewal, bear interest at the Federal Funds rate
plus 0.40%. The line expired December 10, 2008, and was not renewed. The funds
did not borrow from either line during the year ended October 31, 2008.


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26


6. RISK FACTORS

Small Cap Growth concentrates its investments in common stocks of small
companies. Because of this, Small Cap Growth may be subject to greater risk
and market fluctuations than a fund investing in larger, more established
companies.

Small Cap Growth's performance may be affected by investments in initial
public offerings (IPOs). The impact of IPOs on a fund's performance depends on
the strength of the IPO market and the size of the fund. IPOs may have less
impact on a fund's performance as its assets grow.

7. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:

                                  Mid Cap Growth           Small Cap Growth
                                 2008         2007        2008         2007
DISTRIBUTIONS PAID FROM

Ordinary income               $3,785,647   $2,254,837   $121,176        --

Long-term capital gains      $16,513,227   $7,758,280  $5,616,130   $2,958,411

Return of capital                 --           --      $1,181,802       --

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

                                                  Mid Cap Growth  Small Cap Growth

Federal tax cost of investments                     $160,783,004       $29,359,386
                                                   =============      ============
Gross tax appreciation of investments               $ 11,928,664       $ 1,264,223

Gross tax depreciation of investments               (38,568,953)       (6,564,097)
                                                   -------------      ------------
Net tax appreciation (depreciation) of
investments                                        $(26,640,289)      $(5,299,874)
                                                   =============      ============
Undistributed ordinary income                                 --                --

Accumulated long-term gains                             $310,027                --

Accumulated capital losses                                    --      $(6,709,423)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and the realization for tax purposes of unrealized gains
(losses) on certain futures contracts.

The accumulated capital losses listed above represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. The capital loss carryovers for Small Cap Growth
expire in 2016.


- ------
27


8. RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (FAS 157), in September 2006, which is effective for
fiscal years beginning after November 15, 2007. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands the required
financial statement disclosures about fair value measurements. The adoption of
FAS 157 will not materially impact the determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.

9. CORPORATE EVENT

On December 3, 2008, the Board of Directors approved a plan to liquidate Mid
Cap Growth and Small Cap Growth. The liquidation is expected to be completed
at the close of business on February 27, 2009.

10. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

Mid Cap Growth and Small Cap Growth hereby designate $16,513,227 and
$5,616,130, or up to the maximum amount allowable, of capital gain
distributions, respectively, for the fiscal year ended October 31, 2008.

Mid Cap Growth and Small Cap Growth hereby designate $3,785,647 and $121,176,
or up to the maximum amount allowable, of distributions as qualified
short-term capital gains, respectively, for purposes of Internal Revenue Code
Section 871.


- ------
28


FINANCIAL HIGHLIGHTS
Mid Cap Growth

Investor Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                       2008      2007      2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $16.58    $13.76       $14.78
                                                     ------    ------       ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.05)    (0.03)       (0.01)

 Net Realized and Unrealized Gain (Loss)             (5.36)      3.61       (1.01)
                                                     ------    ------       ------
 Total From Investment Operations                    (5.41)      3.58       (1.02)
                                                     ------    ------       ------
Distributions

 From Net Realized Gains                             (1.56)    (0.76)           --
                                                     ------    ------       ------
Net Asset Value, End of Period                        $9.61    $16.58       $13.76
                                                     ======    ======       ======

TOTAL RETURN(3)                                    (35.67)%    27.19%      (6.90)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets     1.05%     1.05%     1.05%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          (0.37)%   (0.19)%   (0.19)%(4)

Portfolio Turnover Rate                                 49%       77%          52%

Net Assets, End of Period (in thousands)             $1,350    $1,105         $311

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
29


Mid Cap Growth

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                        2008       2007    2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                  $16.63     $13.78     $14.78
                                                      ------     ------     ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                      (0.02)      --(3)      --(3)

 Net Realized and Unrealized Gain (Loss)              (5.39)       3.61     (1.00)
                                                      ------     ------     ------
 Total From Investment Operations                     (5.41)       3.61     (1.00)
                                                      ------     ------     ------
Distributions

 From Net Realized Gains                              (1.56)     (0.76)         --
                                                      ------     ------     ------
Net Asset Value, End of Period                         $9.66     $16.63     $13.78
                                                      ======     ======     ======

TOTAL RETURN(4)                                     (35.55)%     27.38%    (6.77)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets      0.85%      0.85%   0.85%(5)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                           (0.17)%      0.01%   0.01%(5)

Portfolio Turnover Rate                                  49%        77%        52%

Net Assets, End of Period (in thousands)            $114,131   $177,128   $138,986

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Per-share amount was less than $0.005.

(4) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(5) Annualized.

See Notes to Financial Statements.


- ------
30


Mid Cap Growth

A Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                       2008      2007      2006(1)       2006         2005         2004
PER-SHARE DATA

Net Asset
Value,
Beginning of
Period               $16.51    $13.74       $14.83     $13.50       $12.78        $9.83
                     ------    ------       ------     ------       ------       ------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)           (0.08)    (0.06)       (0.04)     (0.01)       (0.10)       (0.09)

 Net
 Realized
 and
 Unrealized
 Gain (Loss)         (5.33)      3.59       (1.05)       2.65         0.82         3.04
                     ------    ------       ------     ------       ------       ------
 Total From
 Investment
 Operations          (5.41)      3.53       (1.09)       2.64         0.72         2.95
                     ------    ------       ------     ------       ------       ------
Distributions

 From Net
 Realized
 Gains               (1.56)    (0.76)           --     (1.31)           --           --
                     ------    ------       ------     ------       ------       ------
Net Asset
Value, End of
Period                $9.54    $16.51       $13.74     $14.83       $13.50       $12.78
                     ======    ======       ======     ======       ======       ======

TOTAL RETURN(3)    (35.83)%    26.85%      (7.35)%     20.28%        5.63%       30.01%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                1.30%     1.30%     1.30%(4)      1.29%     1.30%(5)     1.30%(5)

Ratio of
Operating
Expenses to
Average Net
Assets (Before
Expense Waiver)       1.30%     1.30%     1.30%(4)      1.29%        1.36%        1.40%

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets              (0.62)%   (0.44)%   (0.44)%(4)    (0.08)%   (0.79)%(5)   (0.74)%(5)

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets (Before
Expense Waiver)     (0.62)%   (0.44)%   (0.44)%(4)    (0.08)%      (0.85)%      (0.84)%

Portfolio
Turnover Rate           49%       77%          52%        89%          70%          72%

Net Assets, End
of Period (in
thousands)          $15,886   $32,134      $36,675   $193,019     $163,069     $148,862

(1) April 1, 2006 through October 31, 2006. The fund's fiscal year end was
changed from March 31 to October 31, resulting in a seven-month annual
reporting period. For the years before October 31, 2006, the fund's fiscal
year end was March 31.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

(5) The investment advisor voluntarily agreed to waive fees and absorb certain
operating expenses.

See Notes to Financial Statements.


- ------
31


Mid Cap Growth

B Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                         2008         2007         2006(1)         2006         2005         2004
PER-SHARE DATA

Net Asset
Value,
Beginning of
Period                 $15.33       $12.89          $13.96       $12.86       $12.25        $9.49
                       ------       ------          ------       ------       ------       ------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)             (0.16)       (0.15)          (0.08)       (0.10)       (0.18)       (0.16)

 Net Realized
 and
 Unrealized
 Gain (Loss)           (4.89)         3.35          (0.99)         2.51         0.79         2.92
                       ------       ------          ------       ------       ------       ------
 Total From
 Investment
 Operations            (5.05)         3.20          (1.07)         2.41         0.61         2.76
                       ------       ------          ------       ------       ------       ------
Distributions

 From Net
 Realized
 Gains                 (1.56)       (0.76)              --       (1.31)           --           --
                       ------       ------          ------       ------       ------       ------
Net Asset
Value, End of
Period                  $8.72       $15.33          $12.89       $13.96       $12.86       $12.25
                       ======       ======          ======       ======       ======       ======

TOTAL RETURN(3)      (36.28)%       26.02%         (7.66)%       19.48%        4.98%       29.08%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets               2.00%(4)     1.95%(4)     1.95%(4)(5)     1.95%(6)     1.95%(6)     1.95%(6)

Ratio of
Operating
Expenses to
Average Net
Assets (Before
Expense Waiver)         2.05%        2.05%        2.05%(5)        2.02%        2.04%        2.05%

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets             (1.32)%(4)   (1.09)%(4)   (1.09)%(4)(5)   (0.78)%(6)   (1.44)%(6)   (1.40)%(6)

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets (Before
Expense Waiver)       (1.37)%      (1.19)%      (1.19)%(5)      (0.85)%      (1.53)%      (1.50)%

Portfolio
Turnover Rate             49%          77%             52%          89%          70%          72%

Net Assets, End
of Period (in
thousands)             $2,965       $5,975          $6,626       $9,032       $9,839      $10,128

(1) April 1, 2006 through October 31, 2006. The fund's fiscal year end was
changed from March 31 to October 31, resulting in a seven-month annual
reporting period. For the years before October 31, 2006, the fund's fiscal
year end was March 31.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Effective April 1, 2006 through March 31, 2008, the distributor
voluntarily waived a portion of its distribution and service fees.

(5) Annualized.

(6) The investment advisor voluntarily agreed to waive fees and absorb certain
operating expenses.

See Notes to Financial Statements.


- ------
32


Mid Cap Growth

C Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                       2008      2007      2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $16.31    $13.68       $14.78
                                                     ------    ------       ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.18)    (0.17)       (0.10)

 Net Realized and Unrealized Gain (Loss)             (5.23)      3.56       (1.00)
                                                     ------    ------       ------
 Total From Investment Operations                    (5.41)      3.39       (1.10)
                                                     ------    ------       ------
Distributions

 From Net Realized Gains                             (1.56)    (0.76)           --
                                                     ------    ------       ------
Net Asset Value, End of Period                        $9.34    $16.31       $13.68
                                                     ======    ======       ======

TOTAL RETURN(3)                                    (36.31)%    25.90%      (7.44)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets     2.05%     2.05%     2.05%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          (1.37)%   (1.19)%   (1.19)%(4)

Portfolio Turnover Rate                                 49%       77%          52%

Net Assets, End of Period (in thousands)                $75      $170         $100

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
33


Mid Cap Growth

R Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                       2008      2007      2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $16.44    $13.72       $14.78
                                                     ------    ------       ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.11)    (0.10)       (0.06)

 Net Realized and Unrealized Gain (Loss)             (5.30)      3.58       (1.00)
                                                     ------    ------       ------
 Total From Investment Operations                    (5.41)      3.48       (1.06)
                                                     ------    ------       ------
Distributions

 From Net Realized Gains                             (1.56)    (0.76)           --
                                                     ------    ------       ------
Net Asset Value, End of Period                        $9.47    $16.44       $13.72
                                                     ======    ======       ======

TOTAL RETURN(3)                                    (36.00)%    26.51%      (7.17)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets     1.55%     1.55%     1.55%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          (0.87)%   (0.69)%   (0.69)%(4)

Portfolio Turnover Rate                                 49%       77%          52%

Net Assets, End of Period (in thousands)                $84      $112          $23

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
34


Small Cap Growth

Investor Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                       2008      2007      2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $18.26    $16.03       $16.86
                                                     ------    ------       ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.10)    (0.11)       (0.06)

 Net Realized and Unrealized Gain (Loss)             (7.19)      3.29       (0.77)
                                                     ------    ------       ------
 Total From Investment Operations                    (7.29)      3.18       (0.83)
                                                     ------    ------       ------
Distributions

 From Net Realized Gains                             (2.29)    (0.95)           --

 From Return of Capital                              (0.47)        --           --
                                                     ------    ------       ------
 Total Distributions                                 (2.76)    (0.95)           --
                                                     ------    ------       ------
Net Asset Value, End of Period                        $8.21    $18.26       $16.03
                                                     ======    ======       ======

TOTAL RETURN(3)                                    (46.00)%    20.93%      (4.92)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets     1.31%     1.30%     1.30%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          (0.81)%   (0.66)%   (0.80)%(4)

Portfolio Turnover Rate                                146%      119%          42%

Net Assets, End of Period (in thousands)             $1,172    $1,007         $587

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
35


Small Cap Growth

Institutional Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                       2008      2007      2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $18.33    $16.05       $16.86
                                                     ------    ------       ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.08)    (0.08)       (0.05)

 Net Realized and Unrealized Gain (Loss)             (7.23)      3.31       (0.76)
                                                     ------    ------       ------
 Total From Investment Operations                    (7.31)      3.23       (0.81)
                                                     ------    ------       ------
Distributions

 From Net Realized Gains                             (2.29)    (0.95)           --

 From Return of Capital                              (0.47)        --           --
                                                     ------    ------       ------
 Total Distributions                                 (2.76)    (0.95)           --
                                                     ------    ------       ------
Net Asset Value, End of Period                        $8.26    $18.33       $16.05
                                                     ======    ======       ======

TOTAL RETURN(3)                                    (45.89)%    21.16%      (4.80)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets     1.11%     1.10%     1.10%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          (0.61)%   (0.46)%   (0.60)%(4)

Portfolio Turnover Rate                                146%      119%          42%

Net Assets, End of Period (in thousands)             $8,627    $8,230       $1,166

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any. Total returns for periods less than one year are
not annualized. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two decimal
places is made in accordance with SEC guidelines and does not result in any
gain or loss of value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


- ------
36


Small Cap Growth

A Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                         2008         2007         2006(1)         2006         2005         2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period                 $18.23       $16.02          $17.02       $15.27       $14.38       $10.11
                       ------       ------          ------       ------       ------       ------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)             (0.12)       (0.12)          (0.08)       (0.14)       (0.15)       (0.15)

 Net Realized
 and
 Unrealized
 Gain (Loss)           (7.18)         3.28          (0.92)         3.53         1.75         4.42
                       ------       ------          ------       ------       ------       ------
 Total From
 Investment
 Operations            (7.30)         3.16          (1.00)         3.39         1.60         4.27
                       ------       ------          ------       ------       ------       ------
Distributions

 From Net
 Realized
 Gains                 (2.29)       (0.95)              --       (1.64)       (0.71)           --

 From Return
 of Capital            (0.47)           --              --           --           --           --
                       ------       ------          ------       ------       ------       ------
 Total
 Distributions         (2.76)       (0.95)              --       (1.64)       (0.71)           --
                       ------       ------          ------       ------       ------       ------
Net Asset Value,
End of Period           $8.17       $18.23          $16.02       $17.02       $15.27       $14.38
                       ======       ======          ======       ======       ======       ======

TOTAL RETURN(3)      (46.12)%       20.75%         (5.88)%       23.08%       10.99%       42.24%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets               1.49%(4)     1.40%(4)     1.40%(4)(5)     1.40%(6)     1.40%(6)     1.40%(6)

Ratio of
Operating
Expenses to
Average Net
Assets (Before
Expense Waiver)         1.56%        1.55%        1.55%(5)        1.86%        2.03%        2.21%

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets             (0.99)%(4)   (0.76)%(4)   (0.90)%(4)(5)   (0.82)%(6)   (1.05)%(6)   (1.16)%(6)

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets (Before
Expense Waiver)       (1.06)%      (0.91)%      (1.05)%(5)      (1.28)%      (1.68)%      (1.97)%

Portfolio
Turnover Rate            146%         119%             42%          81%          86%          98%

Net Assets, End
of Period (in
thousands)            $12,360      $30,483         $41,798      $55,085      $33,791      $23,914

(1) April 1, 2006 through October 31, 2006. The fund's fiscal year end was
changed from March 31 to October 31, resulting in a seven-month annual
reporting period. For the years before October 31, 2006, the fund's fiscal
year end was March 31.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Effective April 1, 2006 through March 31, 2008, the distributor
voluntarily waived a portion of its distribution and service fees.

(5) Annualized.

(6) The investment advisor voluntarily agreed to waive fees and absorb certain
operating expenses.

See Notes to Financial Statements.


- ------
37


Small Cap Growth

B Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                         2008         2007         2006(1)         2006         2005         2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period                 $17.28       $15.32          $16.34       $14.81       $14.06        $9.95
                       ------       ------          ------       ------       ------       ------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)             (0.19)       (0.22)          (0.14)       (0.24)       (0.24)       (0.23)

 Net Realized
 and
 Unrealized
 Gain (Loss)           (6.72)         3.13          (0.88)         3.41         1.70         4.34
                       ------       ------          ------       ------       ------       ------
 Total From
 Investment
 Operations            (6.91)         2.91          (1.02)         3.17         1.46         4.11
                       ------       ------          ------       ------       ------       ------
Distributions

 From Net
 Realized
 Gains                 (2.29)       (0.95)              --       (1.64)       (0.71)           --

 From Return
 of Capital            (0.47)           --              --           --           --           --
                       ------       ------          ------       ------       ------       ------
 Total
 Distributions         (2.76)       (0.95)              --       (1.64)       (0.71)           --
                       ------       ------          ------       ------       ------       ------
Net Asset Value,
End of Period           $7.61       $17.28          $15.32       $16.34       $14.81       $14.06
                       ======       ======          ======       ======       ======       ======

TOTAL RETURN(3)      (46.52)%       20.02%         (6.24)%       22.29%       10.23%       41.31%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets               2.19%(4)     2.05%(4)     2.05%(4)(5)     2.05%(6)     2.05%(6)     2.05%(6)

Ratio of
Operating
Expenses to
Average Net
Assets (Before
Expense Waiver)         2.31%        2.30%        2.30%(5)        2.51%        2.68%        2.86%

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets             (1.69)%(4)   (1.41)%(4)   (1.55)%(4)(5)   (1.48)%(6)   (1.70)%(6)   (1.81)%(6)

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets (Before
Expense Waiver)       (1.81)%      (1.66)%      (1.80)%(5)      (1.94)%      (2.33)%      (2.62)%

Portfolio
Turnover Rate            146%         119%             42%          81%          86%          98%

Net Assets, End
of Period (in
thousands)             $2,489       $6,233          $6,884       $8,284       $6,986       $6,066

(1) April 1, 2006 through October 31, 2006. The fund's fiscal year end was
changed from March 31 to October 31, resulting in a seven-month annual
reporting period. For the years before October 31, 2006, the fund's fiscal
year end was March 31.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Effective April 1, 2006 through March 31, 2008, the distributor
voluntarily waived a portion of its distribution and service fees.

(5) Annualized.

(6) The investment advisor voluntarily agreed to waive fees and absorb certain
operating expenses.

See Notes to Financial Statements.


- ------
38


Small Cap Growth

C Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                        2008      2007     2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                  $17.97    $15.94      $16.86
                                                      ------    ------      ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                      (0.22)    (0.27)      (0.16)

 Net Realized and Unrealized Gain (Loss)              (7.02)      3.25      (0.76)
                                                      ------    ------      ------
 Total From Investment Operations                     (7.24)      2.98      (0.92)
                                                      ------    ------      ------
Distributions

 From Net Realized Gains                              (2.29)    (0.95)          --

 From Return of Capital                               (0.47)        --          --
                                                      ------    ------      ------
 Total Distributions                                  (2.76)    (0.95)          --
                                                      ------    ------      ------
Net Asset Value, End of Period                         $7.97    $17.97      $15.94
                                                      ======    ======      ======

TOTAL RETURN(3)                                     (46.51)%    19.67%     (5.46)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets      2.31%     2.30%    2.30%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                           (1.81)%   (1.66)%   (1.80)(4)

Portfolio Turnover Rate                                 146%      119%         42%

Net Assets, End of Period (in thousands)                $125      $170        $118

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


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39


Small Cap Growth

R Class
For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                       2008      2007      2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period                 $18.12    $15.98       $16.86
                                                     ------    ------       ------
Income From Investment Operations

 Net Investment Income (Loss)(2)                     (0.16)    (0.19)       (0.12)

 Net Realized and Unrealized Gain (Loss)             (7.12)      3.28       (0.76)
                                                     ------    ------       ------
 Total From Investment Operations                    (7.28)      3.09       (0.88)
                                                     ------    ------       ------
Distributions

 From Net Realized Gains                             (2.29)    (0.95)           --

 From Return of Capital                              (0.47)        --           --
                                                     ------    ------       ------
 Total Distributions                                 (2.76)    (0.95)           --
                                                     ------    ------       ------
Net Asset Value, End of Period                        $8.08    $18.12       $15.98
                                                     ======    ======       ======

TOTAL RETURN(3)                                    (46.32)%    20.34%      (5.22)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets     1.81%     1.80%     1.80%(4)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          (1.31)%   (1.16)%   (1.30)%(4)

Portfolio Turnover Rate                                146%      119%          42%

Net Assets, End of Period (in thousands)                $78       $42          $24

(1) April 3, 2006 (commencement of sale) through October 31, 2006.

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

(3) Total return assumes reinvestment of net investment income and capital
gains distributions, if any, and does not reflect applicable sales charges.
Total returns for periods less than one year are not annualized. The total
return of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the total
return differences would more closely reflect the class expense differences.
The calculation of net asset values to two decimal places is made in
accordance with SEC guidelines and does not result in any gain or loss of
value between one class and another.

(4) Annualized.

See Notes to Financial Statements.


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40


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of American Century - Mason Street Mid
Cap Growth Fund and American Century - Mason Street Small Cap Growth Fund, two
of the funds constituting American Century Mutual Funds, Inc. (the
"Corporation"), as of October 31, 2008, and the related statements of
operations for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, and the financial
highlights for each of the two years in the period then ended and the seven
month period ended October 31, 2006. These financial statements and financial
highlights are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The financial highlights for each of
the periods ended March 31, 2006 and prior were audited by other auditors
whose report dated May 1, 2006, expressed an unqualified opinion on those
financial highlights.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. The Corporation is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Corporation's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
October 31, 2008, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the respective financial
positions of American Century - Mason Street Mid Cap Growth Fund and American
Century - Mason Street Small Cap Growth Fund, two of the funds constituting
American Century Mutual Funds, Inc., as of October 31, 2008, the results of
their operations for the year then ended, the changes in their net assets for
each of the two years in the period then ended, and the financial highlights
for each of the two years in the period then ended and the seven month period
ended October 31, 2006, in conformity with accounting principles generally
accepted in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008


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41


MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue
of their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or
indirect, subsidiaries, including the funds' investment advisor, American
Century Investment Management, Inc. (ACIM or the advisor); the funds'
principal underwriter, American Century Investment Services, Inc. (ACIS); and
the funds' transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers
of, and have no financial interest in, ACC or any of its wholly owned, direct
or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century Investments family of funds.

All persons named as officers of the funds also serve in similar capacities
for the other 14 investment companies in the American Century Investments
family of funds advised by ACIM or American Century Global Investment
Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise
noted. Only officers with policy-making functions are listed. No officer is
compensated for his or her service as an officer of the funds. The listed
officers are interested persons of the funds and are appointed or re-appointed
on an annual basis.

INTERESTED DIRECTORS

JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1924
POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since
2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1963
POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley
(March 2000 to November 2005)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 111
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None


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42


INDEPENDENT DIRECTORS

THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1940
POSITION(S) HELD WITH FUNDS: Director (since 1980)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated
Investments, LLC (real estate investment company); Managing Member, Brown
Cascade Properties, LLC (real estate investment company); Retired, Area Vice
President, Applied Industrial Technologies (bearings and power transmission
company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1942
POSITION(S) HELD WITH FUNDS: Director (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC
(private equity fund manager); Chief Financial Officer, Plaza Belmont LLC
(September 1999 to September 2006)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Saia, Inc.; Entertainment Properties
Trust

DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1937
POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, Western Investments, Inc. (real estate company); Retired Chairman of
the Board, Butler Manufacturing Company (metal buildings producer)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1943
POSITION(S) HELD WITH FUNDS: Director (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive
Officer and Founder, Sayers40, Inc., (technology products and services
provider)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1994)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, Sprint Corporation (telecommunications company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: DST Systems, Inc.; Euronet Worldwide,
Inc.; Charming Shoppes, Inc.


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43


JOHN R. WHITTEN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1946
POSITION(S) HELD WITH FUNDS: Director (since 2008)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Project Consultant, Celanese
Corp. (industrial chemical company) (September 2004 to January 2005); Chief
Financial Officer, Vice President and Treasurer, Applied Industrial
Technologies, Inc. (bearings and power transmission company) (1995 to 2003)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Rudolph Technologies, Inc.

OFFICERS

BARRY FINK, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1955
POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007);
Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as:
Director, ACC, ACS, ACIS and other ACC subsidiaries

MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1956
POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS

CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1957
POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS,
ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1966
POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February
2000 to present) and Controller, various American Century Investments funds
(1997 to September 2006)

JON ZINDEL, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1967
POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS

The SAI has additional information about the funds' directors and is available
without charge, upon request, by calling 1-800-345-2021.


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44


APPROVAL OF MANAGEMENT AGREEMENTS
Mid Cap Growth and Small Cap Growth

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services (including subadvisory services) are required to be
reviewed, evaluated and approved by a majority of a fund's independent
directors or trustees (the "Directors") each year. At American Century
Investments, this process is referred to as the "15(c) Process." As a part of
this process, the board reviews fund performance, shareholder services, audit
and compliance information, and a variety of other reports from the advisor
concerning fund operations. In addition to this annual review, the board of
directors oversees and evaluates on a continuous basis at its quarterly
meetings the nature and quality of significant services performed by the
advisor and the subadvisor, fund performance, audit and compliance
information, and a variety of other reports relating to fund operations. The
board, or committees of the board, also holds special meetings as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Mid Cap Growth and Small Cap Growth (the
"fund") and the services provided to the fund under the management and
subadvisory agreements. The information considered and the discussions held at
the meetings included, but were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the fund;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of both the advisor and the subadvisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.


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45


FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the funds, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management and subadvisory agreements under the terms
ultimately determined by the board to be appropriate, the Directors' decision
was based on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. The directors specifically noted that with respect to the funds,
the advisor had retained the subadvisor to provide the day-to-day security
selection. Under the subadvisory agreement, the subadvisor is responsible for
managing the investment operations and composition of the funds, including the
purchase, retention, and disposition of the investments contained in the
funds. In performing their evaluation, the Directors considered information
received in connection with the annual review, as well as information provided
on an ongoing basis at their regularly scheduled board and committee meetings.


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46


INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments, and liquidity. In evaluating investment performance, the board
expects the advisor and subadvisor to manage the funds in accordance with its
investment objectives and approved strategies. In providing these services,
the advisor and subadvisor utilize teams of investment professionals
(portfolio managers, analysts, research assistants, and securities traders)
who require extensive information technology, research, training, compliance
and other systems to conduct their business. At each quarterly meeting the
Directors review investment performance information for the funds, together
with comparative information for appropriate benchmarks and peer groups of
funds managed similarly to the funds. The Directors also review detailed
performance information during the 15(c) Process comparing the funds'
performance with that of similar funds not managed by the advisor. If
performance concerns are identified, the Directors discuss with the advisor
the reasons for such results (e.g., market conditions, security selection) and
any efforts being undertaken to improve performance. The funds' performance
was above the median for their peer groups for the one-year period and below
the median for the three-year period.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds. The board did not consider the
profitability of the subadvisor because the subadvisor is paid from the
unified fee of the advisor as a result of arm's length negotiations.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices. With respect to the subadvisor, as part of its oversight
responsibilities, the board approves the subadvisor's code of ethics and any
changes thereto. Further, through the advisor's compliance group, the board
stays abreast of any violations of the subadvisor's code.


- ------
47


ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.

COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel). The
Directors specifically noted that the subadvisory fees paid to the subadvisor
under the subadvisory agreement were subject to arm's length negotiation
between the advisor and the subadvisor and are paid by the advisor out of its
unified fee.

Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the funds' unified fee to the total
expense ratio of other funds in the funds' peer groups. The unified fee
charged to shareholders of each fund was below the median of the total expense
ratios of its peer group. The board concluded that the management fee paid by
the funds to the advisor was reasonable in light of the services provided to
the Funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.


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48


COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the funds or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the funds to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.

Additionally, the board, including all the independent directors, in the
absence of particular circumstances and assisted by the advice of legal
counsel that is independent of the advisor, taking into account all of the
factors discussed above and the information provided by the advisor, concluded
that the subadvisory agreement between the advisor and the subadvisor, on
behalf of the funds, is fair and reasonable in light of the services provided
and should be renewed.


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49


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, distributions you receive from certain IRAs, or 403(b),
457 and qualified plans are subject to federal income tax withholding, unless
you elect not to have withholding apply. Tax will be withheld on the total
amount withdrawn even though you may be receiving amounts that are not subject
to withholding, such as nondeductible contributions. In such case, excess
amounts of withholding could occur. You may adjust your withholding election
so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
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under the estimated tax rules if your withholding and estimated tax payments
are not sufficient. You can reduce or defer the income tax on a distribution
by directly or indirectly rolling such distribution over to another IRA or
eligible plan. You should consult your tax advisor for additional information.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


- ------
50


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The S&P 500 INDEX is a market value-weighted index of the stocks of 500
publicly traded U.S. companies chosen for market size, liquidity, and industry
group representation that are considered to be leading firms in dominant
industries. Each stock's weight in the index is proportionate to its market
value. Created by Standard & Poor's, it is considered to be a broad measure of
U.S. stock market performance.


- ------
51


The S&P MIDCAP 400 INDEX, a capitalization-weighted index consisting of 400
domestic stocks, measures the performance of the mid-size company segment of
the U.S. market.

The S&P SMALLCAP 600 INDEX, a capitalization-weighted index consisting of 600
domestic stocks, measures the small company segment of the U.S. market.


- ------
52


[back cover]

[american century investments logo and text logo ®]

CONTACT US

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE. . . . . . . . . . . . . . . . .       1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE. . . . . . . . . . . . . .       1-800-345-2021 or
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TELECOMMUNICATIONS DEVICE FOR THE DEAF. . . . . . . . . . .       1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general information
of our shareholders. The report is not authorized for distribution to prospective
investors unless preceded or accompanied by an effective prospectus.

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0812
CL-ANN-62720N












[front cover]

ANNUAL REPORT
OCTOBER 31, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

NT GROWTH FUND
NT VISTA(SM) FUND




PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
October 31, 2008. It was a time of enormous upheaval and change. We understand
and appreciate the challenges you have faced during this historic period, and
share your concerns about the economy, the markets, and fund holdings. To help
address these issues, I'd like to provide my perspective on how we have
managed--and continue to manage--your investments in these uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . .      2

NT GROWTH

     Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . .      4
      Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . .      4
      Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . .      5
      Types of Investments in Portfolio. . . . . . . . . . . . . . . . . .      5

NT VISTA

     Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
     Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . .      7
      Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . .      7
      Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . .      8
      Types of Investments in Portfolio. . . . . . . . . . . . . . . . . .      8

     Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . .      9

FINANCIAL STATEMENTS

     Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . .     11
     Statement of Assets and Liabilities . . . . . . . . . . . . . . . . .     17
     Statement of Operations . . . . . . . . . . . . . . . . . . . . . . .     18
     Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . .     19
     Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .     20
     Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . .     25
     Report of Independent Registered Public Accounting Firm . . . . . . .     27

OTHER INFORMATION

     Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     28
     Approval of Management Agreements for NT Growth and NT Vista. . . . .     31
     Additional Information. . . . . . . . . . . . . . . . . . . . . . . .     35
     Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .     36

The opinions expressed in the Market Perspective and each of the Portfolio
Commentaries reflect those of the portfolio management team as of the date of
the report, and do not necessarily represent the opinions of American Century
Investments or any other person in the American Century Investments
organization. Any such opinions are subject to change at any time based upon
market or other conditions and American Century Investments disclaims any
responsibility to update such opinions. These opinions may not be relied upon
as investment advice and, because investment decisions made by American
Century Investments funds are based on numerous factors, may not be relied
upon as an indication of trading intent on behalf of any American Century
Investments fund. Security examples are used for representational purposes
only and are not intended as recommendations to purchase or sell securities.
Performance information for comparative indices and securities is provided to
American Century Investments by third party vendors. To the best of American
Century Investments' knowledge, such information is accurate at the time of
printing.




MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Steve Lurito, Chief Investment Officer, U.S. Growth Equity

THE PERFECT STORM

The year ended October 31, 2008, was one of the most turbulent periods for the
U.S. equity market since the Great Depression. As the accompanying table
shows, stocks declined sharply across the board as a "perfect storm" of
negative influences undermined investor confidence and produced a dramatic
increase in market volatility.

The biggest impact came from the credit crisis that grew out of the housing
and mortgage meltdowns in 2007. Credit conditions deteriorated throughout the
one-year period, culminating in a liquidity crisis that led to the downfall of
a number of major financial companies. Examples included the government
conservatorship of mortgage lenders Fannie Mae and Freddie Mac, the bankruptcy
of brokerage firm Lehman Brothers, and the government bailout of insurer
American International Group. Despite efforts by the U.S. government and
Federal Reserve to provide systemic stability, the credit markets remained
deeply troubled.

Diminishing economic activity also weighed on the stock market. After
decelerating in 2007, the U.S. economy weakened further in 2008 as consumer
spending stalled, the housing downturn worsened, and the unemployment rate
reached its highest level since 1994. The U.S. economic slowdown spread to
other parts of the world, increasing the likelihood of a global recession.

One other noteworthy factor was the parabolic rise and fall of commodity
prices. Robust growth in emerging economies combined with speculative excesses
boosted the prices of energy and many other commodities to record highs by
mid-2008. However, the global economic slowdown led to a sharp reversal in
commodity prices during the last few months of the period.

THE GROUNDWORK FOR RECOVERY

The events of the past year have been about correcting global imbalances and
domestic excesses--the first step on the road to recovery. It's important to
remember that the stock market is a discounting mechanism, trading on
estimates of future earnings power. The market decline over the past year
discounted the current economic slowdown; similarly, we would expect the
market to rebound before we see improvement in the economic data. We don't
know when this will happen, but the preconditions for market
recovery--significant monetary stimulus and low valuations--are in place.

U.S. Stock Index Returns
For the 12 months ended October 31, 2008

RUSSELL 1000 INDEX (LARGE-CAP)        -36.80%
Russell 1000 Value Index              -36.80%
Russell 1000 Growth Index             -36.95%

RUSSELL MIDCAP INDEX                  -40.67%
Russell Midcap Value Index            -38.83%
Russell Midcap Growth Index           -42.65%

RUSSELL 2000 INDEX (SMALL-CAP)        -34.16%
Russell 2000 Value Index              -30.54%
Russell 2000 Growth Index             -37.87%


- ------
2


PERFORMANCE
NT Growth

Total Returns as of October 31, 2008
                                            Average Annual
                                                Returns
                                1 year      Since Inception    Inception Date

INSTITUTIONAL CLASS            -33.68%          -6.09%            5/12/06

RUSSELL 1000 GROWTH
INDEX(1)                       -36.95%          -9.03%               --

(1) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

Growth of $10,000 Over Life of Class

$10,000 investment made May 12, 2006

One-Year Returns Over Life of Class
Periods ended October 31
                               2006*    2007     2008

Institutional Class            5.70%   22.12%  -33.68%

Russell 1000 Growth Index      5.28%   19.23%  -36.95%

*From 5/12/06, the Institutional Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


- ------
3


PORTFOLIO COMMENTARY
NT Growth

Portfolio Managers: Greg Woodhams and Prescott LeGard

PERFORMANCE SUMMARY

NT Growth returned -33.68% during the 12 months ended October 31, 2008. By
comparison, NT Growth outperformed its benchmark--the Russell 1000 Growth
Index--which returned -36.95%. See the previous page for additional
performance information.

The portfolio had negative returns in a year of unprecedented turmoil in
financial markets. In that environment, no sector contributed positively to
absolute returns; information technology shares detracted most. NT Growth held
up better than the Russell index thanks to contributions from a number of
sectors, led by consumer discretionary, materials, and financials shares.
Information technology was the only sector to detract meaningfully from
relative results.

CONSUMER DISCRETIONARY CONTRIBUTED MOST

Outperformance in the consumer discretionary sector was driven by stock picks
in the multiline and specialty retail industries. The sector was home to the
number-one overall contributor to relative results, an overweight position in
Family Dollar Stores. In the specialty retail segment, performance benefited
from larger-than-benchmark weightings during the period in Urban Outfitters
and The TJX Companies, among others. Family Dollar Stores and The TJX
Companies, which operates the T.J. Maxx and Marshalls chains, as well as other
discount retailers, are representative of a trend that benefited portfolio
performance--having exposure to the stocks of low-cost retailers in this
difficult economic environment.

It was a similar story in the consumer staples sector, where Wal-Mart
continued to make progress on its turnaround and is seeing increased customer
traffic. Wal-Mart was a top-five contributor to performance for the year.

OTHER KEY CONTRIBUTORS

Materials shares also helped relative performance, led by stock selection.
Monsanto, the world's largest seed producer, was the leading contributor in
this space. It also helped to be underweight in the chemicals and metals and
mining industries, which suffered from falling commodity prices and the
outlook for slower economic growth and tighter credit. The portfolio had no
exposure to the poorest-performing fertilizer and steel companies, led by
Mosaic and U.S. Steel, respectively.

Top Ten Holdings as of October 31, 2008
                                   % of         % of
                                net assets   net assets
                                   as of        as of
                                 10/31/08      4/30/08
Apple, Inc.                        3.4%         3.4%
Wal-Mart Stores, Inc.              3.1%         2.1%
Procter & Gamble Co. (The)         3.0%         1.3%
Cisco Systems, Inc.                2.9%         1.5%
QUALCOMM, Inc.                     2.8%         2.5%
Coca-Cola Co. (The)                2.8%         2.2%
Google, Inc., Class A              2.3%         0.9%
Oracle Corp.                       2.3%         0.8%
Raytheon Co.                       2.3%         1.9%
Union Pacific Corp.                2.2%         0.4%


- ------
4


NT Growth

Financials shares contributed to relative performance thanks to stock
selection in the insurance space, as well as underweight positions in consumer
finance and thrifts. The key contribution to relative results came from an
overweight position in Chubb Corporation. Chubb had an essentially flat return
during an otherwise very difficult year for financials stocks because it's
seen as a well-capitalized, higher-quality name.

IT, INDUSTRIALS DETRACTED

The information technology sector was the largest detractor from relative
return. Stock selection in the software industry hurt performance, behind an
underweight position in Microsoft, which was seen as a "safe haven" during the
market turmoil. An underweight position and stock selection in IT services
also detracted. Here it hurt to be underrepresented in IBM, another big
safe-haven play, and overweight in Western Union and DST Systems during the
period.

The industrial sector underperformed due to positioning in the electrical
equipment, commercial services, road and rail, and building products
industries. Stock selection was mixed, but allocation detracted--the portfolio
was overweight the poor-performing electrical equipment companies, and
underrepresented in the other industry segments, which held up better.

OUTLOOK

The NT Growth team's investment process focuses on large companies exhibiting
sustainable improvement in their businesses. The managers have a thesis on
each stock they own and devote their entire research effort toward identifying
the companies in each sector and industry that they feel are likely to
outperform. It is the managers' belief that owning such companies will
generate outperformance over time versus the Russell 1000 Growth Index and the
other funds in the large-growth peer group.

As a result, the portfolio's sector and industry selection as well as
capitalization range allocations are primarily a result of identifying what
the managers believe to be superior individual securities. As of October 31,
2008, they found opportunity in the health care and consumer discretionary
sectors, the portfolio's largest overweight positions. The most notable sector
underweights were in information technology and energy shares.

Top Five Industries as of October 31, 2008
                                                 % of         % of
                                              net assets   net assets
                                                 as of        as of
                                               10/31/08      4/30/08
Health Care Equipment & Supplies                 8.1%         8.2%
Software                                         6.7%         4.3%
Communications Equipment                         5.7%         8.0%
Semiconductors & Semiconductor Equipment         5.3%         5.7%
Oil, Gas & Consumable Fuels                      5.1%         6.4%

Types of Investments in Portfolio
                                                 % of          % of
                                              net assets    net assets
                                                 as of        as of
                                               10/31/08      4/30/08
Domestic Common Stocks                           94.2%        93.1%
Foreign Common Stocks(1)                         4.6%          6.3%
TOTAL COMMON STOCKS                              98.8%        99.4%
Temporary Cash Investments                       1.5%          0.8%
Other Assets and Liabilities(2)                 (0.3)%        (0.2)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Includes securities lending collateral and other assets and liabilities.


- ------
5


PERFORMANCE
NT Vista

Total Returns as of October 31, 2008
                                       Average Annual Returns
                            1 year        Since Inception         Inception Date

INSTITUTIONAL CLASS        -43.09%            -10.32%                5/12/06

RUSSELL MIDCAP GROWTH
INDEX(1)                   -42.65%            -13.82%                   --

(1) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

Growth of $10,000 Over Life of Class

$10,000 investment made May 12, 2006

One-Year Returns Over Life of Class
Periods ended October 31
                                  2006*     2007     2008

Institutional Class              -10.00%   49.11%  -43.09%

Russell Midcap Growth Index       0.79%    19.72%  -42.65%

*From 5/12/06, the Institutional Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the index are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the index do not.


- ------
6


PORTFOLIO COMMENTARY
NT Vista

Portfolio Managers: Glenn Fogle and Brad Eixmann

PERFORMANCE SUMMARY

NT Vista returned -43.09% for the 12 months ended October 31, 2008, lagging
the -42.65% return of its benchmark, the Russell Midcap Growth Index.

As discussed in the Market Perspective on page 2, equity markets declined
during the reporting period against a backdrop of extreme market volatility as
the subprime mortgage-driven credit crisis spread further into the economy. In
this environment, mid-cap stocks underperformed their large- and small-cap
counterparts, and growth-oriented shares lagged value stocks.

Within the portfolio, poor security selection in the information technology
sector and an underweight allocation to the energy sector accounted for the
bulk of NT Vista's underperformance relative to the benchmark. An overweight
allocation to the materials sector and an overweight allocation and poor stock
selection in the telecommunications sector further trimmed returns. Effective
stock selection in the consumer discretionary and health care sectors helped
to offset those losses.

ENERGY, INFORMATION TECHNOLOGY LED DETRACTORS

NT Vista's underweight allocation to the energy sector weighed on relative
performance as oil and natural gas prices remained high for much of the
reporting period, although energy prices declined sharply late in the period.
Within the sector, a stake in oil field services company Weatherford
International detracted from returns as its share price sank 48%.

Within the information technology sector, poor stock selection trimmed
portfolio returns. In the communications equipment and semiconductor
industries, in particular, the portfolio held overweight stakes in several
laggards.

TELECOMMUNICATIONS, MATERIALS LAGGED, BUT SOME HOLDINGS GAINED

An overweight stake and stock selection in the telecommunications sector also
curbed relative returns. Within the wireless telecommunications industry, the
portfolio maintained an overweight in NII Holdings, Inc., which provides
cellular service in burgeoning Latin American markets. Although it has
benefited performance in the past, NII detracted from returns during the
reporting period.

A higher standard of living in emerging markets, lower availability of
farmland, and greater global focus on biofuels have translated into growing
global demand for agriculture in recent reporting periods, leading to a rise
in commodities prices that benefited select chemicals companies in the
portfolio. During the reporting period, though, most of those holdings saw
share price declines amid falling commodity prices.

Top Ten Holdings as of October 31, 2008
                                          % of         % of
                                       net assets   net assets
                                          as of        as of
                                        10/31/08      4/30/08
Dollar Tree, Inc.                         3.1%          --
SBA Communications Corp., Class A         2.5%         2.5%
Thermo Fisher Scientific, Inc.            2.4%         3.0%
Express Scripts, Inc.                     2.3%         2.2%
Midcap SPDR Trust Series 1                2.3%          --
ITT Educational Services, Inc.            2.3%         0.3%
Ross Stores, Inc.                         2.3%          --
Medco Health Solutions, Inc.              2.2%         2.2%
Quanta Services, Inc.                     2.2%         1.2%
Covidien Ltd.                             2.0%          --


- ------
7


NT Vista

However, Monsanto, which is a producer of genetically modified corn seed and
pesticides, benefited relative performance. Not a constituent of the
benchmark, Monsanto experienced relatively modest share price declines during
the reporting period. Declining commodity prices drove down the share price of
fertilizer company Mosaic. Because the investment team reduced portfolio
exposure to the holding, Mosaic contributed to relative performance, although
it weighed on relative returns.

INDUSTRIALS HOLDINGS DECLINED

In the industrials sector, we maintained an overweight position in the
construction and engineering industry. Here, overweight holding Foster Wheeler
declined on fears that weakening energy prices would reduce engineering and
construction activity. Aerospace and defense industry overweight BE Aerospace
also trimmed relative returns. The portfolio no longer holds these two
positions.

CONSUMER DISCRETIONARY, HEALTH CARE CONTRIBUTED

Effective stock selection within the consumer discretionary sector partially
offset relative losses derived in other sectors. Notably, an overweight stake
in discount variety retailer Dollar Tree, Inc. represented the single largest
contributor to NT Vista's relative performance.

Within the health care sector, an overweight position in the health care
providers group benefited relative returns. Here, stakes in Express Scripts
and Medco Health Solutions added to performance relative to the benchmark.

OUTLOOK

Our investment process focuses on medium-sized and smaller companies with
accelerating earnings growth rates and share price momentum. We believe that
active investing in such companies will generate outperformance over time
compared with the Russell Midcap Growth Index.

The reporting period was a difficult environment for growth- and
momentum-oriented investment styles. Looking ahead, we remain confident in our
investment beliefs that stocks which exhibit high-quality, accelerating
fundamentals, positive relative strength, and attractive valuations will
outperform in the long term.

Top Five Industries as of October 31, 2008
                                         % of         % of
                                      net assets   net assets
                                         as of        as of
                                       10/31/08      4/30/08
Specialty Retail                         7.4%         5.2%
Oil, Gas & Consumable Fuels              6.4%         5.9%
Health Care Providers & Services         6.1%         4.9%
Diversified Consumer Services            5.0%         0.9%
Multiline Retail                         5.0%          --

Types of Investments in Portfolio
                                         % of         % of
                                      net assets   net assets
                                        as of         as of
                                       10/31/08      4/30/08
Domestic Common Stocks                  91.2%         82.7%
Foreign Common Stocks(1)                 6.2%         14.4%
TOTAL COMMON STOCKS                     97.4%         97.1%
Temporary Cash Investments               2.4%         2.0%
Other Assets and Liabilities             0.2%         0.9%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.


- ------
8


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from May 1, 2008 to October 31, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Coverdell Education Savings Accounts and IRAs
(including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


- ------
9


                                                     Expenses Paid
                   Beginning          Ending        During Period*    Annualized
                 Account Value    Account Value        5/1/08 -         Expense
                    5/1/08           10/31/08          10/31/08         Ratio*

NT Growth -- Institutional Class
Actual              $1,000           $705.70             $3.43           0.80%
Hypothetical        $1,000          $1,021.11            $4.06           0.80%

NT Vista -- Institutional Class
Actual              $1,000           $648.50             $3.36           0.81%
Hypothetical        $1,000          $1,021.06            $4.12           0.81%

*Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 184, the number of days in the most recent fiscal half-year,
divided by 366, to reflect the one-half year period.


- ------
10


SCHEDULE OF INVESTMENTS
NT Growth

OCTOBER 31, 2008

Shares                                                                       Value

Common Stocks -- 98.8%

AEROSPACE & DEFENSE -- 3.7%
        38,700  Honeywell International, Inc.                          $ 1,178,415
        37,500  Raytheon Co.                                             1,916,625
                                                                       -----------
                                                                         3,095,040
                                                                       -----------
AIR FREIGHT & LOGISTICS -- 1.2%
        19,200  United Parcel Service, Inc., Class B                     1,013,376
                                                                       -----------
AUTO COMPONENTS -- 0.7%
        26,400  BorgWarner, Inc.                                           593,208
                                                                       -----------
BEVERAGES -- 4.3%
        52,400  Coca-Cola Co. (The)                                      2,308,744
        22,600  PepsiCo, Inc.                                            1,288,426
                                                                       -----------
                                                                         3,597,170
                                                                       -----------
BIOTECHNOLOGY -- 3.1%
        10,400  Alexion Pharmaceuticals, Inc.(1)                           423,800
        10,700  Genentech, Inc.(1)                                         887,458
        27,300  Gilead Sciences, Inc.(1)                                 1,251,705
                                                                       -----------
                                                                         2,562,963
                                                                       -----------
CAPITAL MARKETS -- 1.2%
        16,800  Northern Trust Corp.                                       946,008
         5,800  Waddell & Reed Financial, Inc., Class A                     84,216
                                                                       -----------
                                                                         1,030,224
                                                                       -----------
CHEMICALS -- 2.1%
        20,100  Monsanto Co.                                             1,788,498
                                                                       -----------
COMMUNICATIONS EQUIPMENT -- 5.7%
       139,400  Cisco Systems, Inc.(1)                                   2,477,138
        60,500  QUALCOMM, Inc.                                           2,314,730
                                                                       -----------
                                                                         4,791,868
                                                                       -----------
COMPUTERS & PERIPHERALS -- 4.5%
        26,000  Apple, Inc.(1)                                           2,797,340
        82,700  EMC Corp.(1)                                               974,206
                                                                       -----------
                                                                         3,771,546
                                                                       -----------
DIVERSIFIED -- 0.5%
        10,100  iShares Russell 1000 Growth Index Fund                     404,505
                                                                       -----------
DIVERSIFIED FINANCIAL SERVICES -- 1.5%
        10,500  Bank of America Corp.                                      253,785
        14,100  Citigroup, Inc.                                            192,465
         9,500  IntercontinentalExchange, Inc.(1)                          812,820
                                                                       -----------
                                                                         1,259,070
                                                                       -----------
ELECTRIC UTILITIES -- 1.3%
        22,000  FPL Group, Inc.                                          1,039,280
                                                                       -----------

Shares                                                                       Value

ELECTRICAL EQUIPMENT -- 4.1%
        36,000  Cooper Industries Ltd., Class A                        $ 1,114,200
        45,200  Emerson Electric Co.                                     1,479,396
         9,700  Energy Conversion Devices, Inc.(1)                         331,158
         3,200  First Solar, Inc.(1)                                       459,840
                                                                       -----------
                                                                         3,384,594
                                                                       -----------
ENERGY EQUIPMENT & SERVICES -- 2.6%
        13,400  National Oilwell Varco, Inc.(1)                            400,526
         9,800  Schlumberger Ltd.                                          506,170
        15,100  Transocean, Inc.(1)                                      1,243,183
                                                                       -----------
                                                                         2,149,879
                                                                       -----------
FOOD & STAPLES RETAILING -- 3.1%
        46,100  Wal-Mart Stores, Inc.                                    2,572,841
                                                                       -----------
FOOD PRODUCTS -- 2.1%
         9,400  Kellogg Co.                                                473,948
        33,000  Nestle SA                                                1,286,322
                                                                       -----------
                                                                         1,760,270
                                                                       -----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 8.1%
         5,000  Alcon, Inc.                                                440,600
        18,100  Baxter International, Inc.                               1,094,869
        24,500  Becton, Dickinson & Co.                                  1,700,300
        10,000  C.R. Bard, Inc.                                            882,500
        18,600  DENTSPLY International, Inc.                               565,068
         6,400  Gen-Probe, Inc.(1)                                         301,184
         3,400  Intuitive Surgical, Inc.(1)                                587,486
        19,300  Medtronic, Inc.                                            778,369
         4,900  Mettler Toledo International, Inc.(1)                      375,046
                                                                       -----------
                                                                         6,725,422
                                                                       -----------
HEALTH CARE PROVIDERS & SERVICES -- 1.7%
        17,100  Express Scripts, Inc.(1)                                 1,036,431
         7,900  UnitedHealth Group, Inc.                                   187,467
        12,300  VCA Antech, Inc.(1)                                        222,630
                                                                       -----------
                                                                         1,446,528
                                                                       -----------
HOUSEHOLD DURABLES -- 1.3%
        35,200  KB Home                                                    587,488
        10,500  Mohawk Industries, Inc.(1)                                 507,990
                                                                       -----------
                                                                         1,095,478
                                                                       -----------
HOUSEHOLD PRODUCTS -- 3.0%
        38,700  Procter & Gamble Co. (The)                               2,497,698
                                                                       -----------
INSURANCE -- 1.1%
        18,000  Chubb Corp.                                                932,760
                                                                       -----------
INTERNET & CATALOG RETAIL -- 0.4%
         5,300  Amazon.com, Inc.(1)                                        303,372
                                                                       -----------


- ------
11


NT Growth

Shares                                                                       Value

INTERNET SOFTWARE & SERVICES -- 2.3%
         5,400  Google, Inc., Class A(1)                               $ 1,940,544
                                                                       -----------
IT SERVICES -- 1.8%
        21,800  Global Payments, Inc.                                      883,118
        42,300  Western Union Co. (The)                                    645,498
                                                                       -----------
                                                                         1,528,616
                                                                       -----------
LIFE SCIENCES TOOLS & SERVICES -- 1.6%
        15,100  QIAGEN NV(1)                                               215,326
        27,100  Thermo Fisher Scientific, Inc.(1)                        1,100,260
                                                                       -----------
                                                                         1,315,586
                                                                       -----------
MACHINERY -- 0.6%
         9,257  Valmont Industries, Inc.                                   507,099
                                                                       -----------
MEDIA -- 2.7%
        62,000  DIRECTV Group, Inc. (The)(1)                             1,357,180
        30,000  Scripps Networks Interactive, Inc.                         852,000
                                                                       -----------
                                                                         2,209,180
                                                                       -----------
METALS & MINING -- 0.2%
         7,500  Newmont Mining Corp.                                       197,550
                                                                       -----------
MULTILINE RETAIL -- 3.0%
        42,000  Family Dollar Stores, Inc.                               1,130,220
        37,600  Kohl's Corp.(1)                                          1,320,888
                                                                       -----------
                                                                         2,451,108
                                                                       -----------
MULTI-UTILITIES -- 0.6%
        16,600  Public Service Enterprise Group, Inc.                      467,290
                                                                       -----------
OIL, GAS & CONSUMABLE FUELS -- 5.1%
         9,100  Alpha Natural Resources, Inc.(1)                           325,507
         5,800  Apache Corp.                                               477,514
        17,500  Devon Energy Corp.                                       1,415,050
        11,400  EOG Resources, Inc.                                        922,488
        20,100  Occidental Petroleum Corp.                               1,116,354
                                                                       -----------
                                                                         4,256,913
                                                                       -----------
PERSONAL PRODUCTS -- 0.8%
        18,100  Estee Lauder Cos., Inc. (The), Class A                     652,324
                                                                       -----------
PHARMACEUTICALS -- 3.0%
        16,400  Allergan, Inc.                                             650,588
         5,100  Johnson & Johnson                                          312,834
        23,400  Novo Nordisk AS B Shares                                 1,252,615
         9,500  Wyeth                                                      305,710
                                                                       -----------
                                                                         2,521,747
                                                                       -----------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.6%
        15,600  Digital Realty Trust, Inc.                                 522,288
                                                                       -----------

Shares                                                                       Value

ROAD & RAIL -- 2.2%
        27,500  Union Pacific Corp.                                    $ 1,836,175
                                                                       -----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 5.3%
        56,300  Altera Corp.                                               976,805
        41,100  Intel Corp.                                                657,600
        33,900  Linear Technology Corp.                                    768,852
        86,700  Marvell Technology Group Ltd.(1)                           603,432
        38,300  Texas Instruments, Inc.                                    749,148
        36,200  Xilinx, Inc.                                               666,804
                                                                       -----------
                                                                         4,422,641
                                                                       -----------
SOFTWARE -- 6.7%
        48,370  Activision Blizzard, Inc.(1)                               602,690
        22,600  Adobe Systems, Inc.(1)                                     602,064
        71,300  Microsoft Corp.                                          1,592,129
       105,500  Oracle Corp.(1)                                          1,929,595
        11,600  salesforce.com, inc.(1)                                    359,136
        39,200  Symantec Corp.(1)                                          493,136
                                                                       -----------
                                                                         5,578,750
                                                                       -----------
SPECIALTY RETAIL -- 2.8%
        13,750  Advance Auto Parts, Inc.                                   429,000
         7,500  AnnTaylor Stores Corp.(1)                                   94,275
        55,600  Lowe's Cos., Inc.                                        1,206,520
        23,000  O'Reilly Automotive, Inc.(1)                               623,530
                                                                       -----------
                                                                         2,353,325
                                                                       -----------
WIRELESS TELECOMMUNICATION SERVICES -- 2.2%
        56,200  American Tower Corp., Class A(1)                         1,815,822
                                                                       -----------
TOTAL COMMON STOCKS
(Cost $96,241,687)                                                      82,392,548
                                                                       -----------
Temporary Cash Investments -- 1.5%
        74,892  JPMorgan U.S. Treasury Plus Money Market Fund
                Agency Shares                                               74,892

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 8.125%,
5/15/21, valued at $1,221,436), in a joint trading account at
0.05%, dated 10/31/08, due 11/3/08 (Delivery value $1,200,005)           1,200,000
                                                                       -----------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $1,274,892)                                                        1,274,892
                                                                       -----------
TOTAL INVESTMENT SECURITIES -- 100.3%
(Cost $97,516,579)                                                      83,667,440
                                                                       -----------
OTHER ASSETS AND LIABILITIES -- (0.3)%                                   (227,820)
                                                                       -----------
TOTAL NET ASSETS -- 100.0%                                             $83,439,620
                                                                       ===========


- ------
12


NT Growth

Forward Foreign Currency Exchange Contracts
                                                            Unrealized
    Contracts to Sell       Settlement Date      Value      Gain (Loss)

1,303,236     CHF for USD       11/28/08       $1,124,080        $24,307

5,989,772     DKK for USD       11/28/08        1,023,416         11,498
                                               ----------     ----------
                                               $2,147,496        $35,805
                                               ==========     ==========
(Value on Settlement Date $2,183,301)

Notes to Schedule of Investments

CHF = Swiss Franc

DKK = Danish Krone

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $2,538,937,
which represented 3.0% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
13


NT Vista
OCTOBER 31, 2008

Shares                                                               Value

Common Stocks -- 97.4%

AIRLINES -- 2.6%
     27,200  AMR Corp.(1)                                        $ 277,712
     16,400  Continental Airlines, Inc., Class B(1)                310,288
     43,025  Delta Air Lines, Inc.(1)                              472,414
                                                                ----------
                                                                 1,060,414
                                                                ----------
BIOTECHNOLOGY -- 2.7%
      9,200  Alexion Pharmaceuticals, Inc.(1)                      374,900
      3,000  Celgene Corp.(1)                                      192,780
      4,500  Cephalon, Inc.(1)                                     322,740
      7,700  CSL Ltd.                                              187,675
                                                                ----------
                                                                 1,078,095
                                                                ----------
CAPITAL MARKETS -- 3.4%
      1,500  BlackRock, Inc.                                       197,010
     14,900  Charles Schwab Corp. (The)                            284,888
     12,700  Lazard Ltd., Class A                                  383,159
     11,900  Raymond James Financial, Inc.                         277,151
      4,812  Stifel Financial Corp.(1)                             210,044
                                                                ----------
                                                                 1,352,252
                                                                ----------
CHEMICALS -- 3.0%
      8,570  Monsanto Co.                                          762,559
      2,353  Syngenta AG                                           438,844
                                                                ----------
                                                                 1,201,403
                                                                ----------
COMMERCIAL BANKS -- 1.7%
      4,200  Hancock Holding Co.                                   185,472
     18,775  TCF Financial Corp.                                   333,068
      3,900  UMB Financial Corp.                                   176,787
                                                                ----------
                                                                   695,327
                                                                ----------
COMMERCIAL SERVICES & SUPPLIES -- 1.9%
      6,200  Copart, Inc.(1)                                       216,380
     16,096  Waste Connections, Inc.(1)                            544,850
                                                                ----------
                                                                   761,230
                                                                ----------
COMPUTERS & PERIPHERALS -- 0.5%
      6,315  Diebold, Inc.                                         187,682
                                                                ----------
CONSTRUCTION & ENGINEERING -- 2.2%
     44,306  Quanta Services, Inc.(1)                              875,486
                                                                ----------
CONTAINERS & PACKAGING -- 1.8%
     27,363  Crown Holdings, Inc.(1)                               552,185
      7,500  Pactiv Corp.(1)                                       176,700
                                                                ----------
                                                                   728,885
                                                                ----------
DIVERSIFIED -- 2.3%
      8,900  Midcap SPDR Trust Series 1                            920,260
                                                                ----------

Shares                                                               Value

DIVERSIFIED CONSUMER SERVICES -- 5.0%
      4,100  Apollo Group, Inc., Class A(1)                      $ 284,991
     21,500  Corinthian Colleges, Inc.(1)                          307,020
      5,600  DeVry, Inc.                                           317,464
     10,400  ITT Educational Services, Inc.(1)                     911,560
        900  Strayer Education, Inc.                               203,643
                                                                ----------
                                                                 2,024,678
                                                                ----------
ELECTRICAL EQUIPMENT -- 1.1%
      6,300  Energy Conversion Devices, Inc.(1)                    215,082
      1,600  First Solar, Inc.(1)                                  229,920
                                                                ----------
                                                                   445,002
                                                                ----------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.6%
      8,312  Amphenol Corp., Class A                               238,139
                                                                ----------
ENERGY EQUIPMENT & SERVICES -- 2.5%
      4,700  CARBO Ceramics, Inc.                                  203,369
      9,800  Dresser-Rand Group, Inc.(1)                           219,520
      3,400  Helmerich & Payne, Inc.                               116,654
      6,500  Smith International, Inc.                             224,120
     13,800  Weatherford International Ltd.(1)                     232,944
                                                                ----------
                                                                   996,607
                                                                ----------
FOOD & STAPLES RETAILING -- 0.5%
      6,800  Kroger Co. (The)                                      186,728
                                                                ----------
FOOD PRODUCTS -- 4.3%
      4,800  Campbell Soup Co.                                     182,160
      9,700  Dean Foods Co.(1)                                     212,042
     16,900  H.J. Heinz Co.                                        740,558
      3,600  Kellogg Co.                                           181,512
      4,400  Ralcorp Holdings, Inc.(1)                             297,792
      4,100  TreeHouse Foods, Inc.(1)                              124,066
                                                                ----------
                                                                 1,738,130
                                                                ----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 4.3%
     18,300  Covidien Ltd.                                         810,507
      7,700  Edwards Lifesciences Corp.(1)                         406,868
      8,000  St. Jude Medical, Inc.(1)                             304,240
      4,700  Varian Medical Systems, Inc.(1)                       213,897
                                                                ----------
                                                                 1,735,512
                                                                ----------
HEALTH CARE PROVIDERS & SERVICES -- 6.1%
     15,300  Express Scripts, Inc.(1)                              927,333
     23,100  Medco Health Solutions, Inc.(1)                       876,645
     23,980  Omnicare, Inc.                                        661,129
                                                                ----------
                                                                 2,465,107
                                                                ----------
HOTELS, RESTAURANTS & LEISURE -- 1.2%
     10,500  Panera Bread Co., Class A(1)                          473,760
                                                                ----------


- ------
14


NT Vista

Shares                                                               Value

HOUSEHOLD DURABLES -- 1.4%
     12,100  Leggett & Platt, Inc.                               $ 210,056
        300  NVR, Inc.(1)                                          147,063
      9,000  Toll Brothers, Inc.(1)                                208,080
                                                                ----------
                                                                   565,199
                                                                ----------
INSURANCE -- 2.0%
      3,300  ACE Ltd.                                              189,288
      5,200  AON Corp.                                             219,960
      3,200  Axis Capital Holdings Ltd.                             91,136
      7,500  Marsh & McLennan Cos., Inc.                           219,900
      1,300  PartnerRe Ltd.                                         87,997
                                                                ----------
                                                                   808,281
                                                                ----------
INTERNET SOFTWARE & SERVICES -- 2.5%
      1,500  Equinix, Inc.(1)                                       93,630
     18,300  Netease.com, Inc. ADR(1)                              411,750
      9,100  Sohu.com, Inc.(1)                                     499,954
                                                                ----------
                                                                 1,005,334
                                                                ----------
IT SERVICES -- 0.3%
      6,600  Perot Systems Corp., Class A(1)                        94,974
                                                                ----------
LIFE SCIENCES TOOLS & SERVICES -- 2.4%
     24,200  Thermo Fisher Scientific, Inc.(1)                     982,520
                                                                ----------
MACHINERY -- 1.0%
     14,300  Briggs & Stratton Corp.                               225,368
      3,100  Flowserve Corp.                                       176,452
                                                                ----------
                                                                   401,820
                                                                ----------
MULTILINE RETAIL -- 5.0%
     12,800  Big Lots, Inc.(1)                                     312,704
     32,600  Dollar Tree, Inc.(1)                                1,239,452
     17,000  Family Dollar Stores, Inc.                            457,470
                                                                ----------
                                                                 2,009,626
                                                                ----------
OIL, GAS & CONSUMABLE FUELS -- 6.4%
      7,300  Alpha Natural Resources, Inc.(1)                      261,121
      8,500  Continental Resources, Inc.(1)                        275,315
     42,389  PetroHawk Energy Corp.(1)                             803,271
      8,800  Plains Exploration & Production Co.(1)                248,160
      5,200  Range Resources Corp.                                 219,544
      8,700  Southwestern Energy Co.(1)                            309,894
      4,000  Ultra Petroleum Corp.(1)                              186,200
      5,000  Whiting Petroleum Corp.(1)                            259,950
                                                                ----------
                                                                 2,563,455
                                                                ----------
PERSONAL PRODUCTS -- 0.8%
      4,300  Chattem, Inc.(1)                                      325,381
                                                                ----------
PHARMACEUTICALS -- 1.5%
     17,200  Perrigo Co.                                           584,800
                                                                ----------

Shares                                                               Value

PROFESSIONAL SERVICES -- 1.0%
      6,700  FTI Consulting, Inc.(1)                             $ 390,275
                                                                ----------
ROAD & RAIL -- 4.3%
     10,400  CSX Corp.                                             475,488
     10,300  Norfolk Southern Corp.                                617,382
      9,700  Union Pacific Corp.                                   647,669
                                                                ----------
                                                                 1,740,539
                                                                ----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.1%
     18,300  Altera Corp.                                          317,505
     15,600  Broadcom Corp., Class A(1)                            266,448
     11,500  LDK Solar Co., Ltd.(1)                                208,840
     20,635  Microsemi Corp.(1)                                    448,605
                                                                ----------
                                                                 1,241,398
                                                                ----------
SOFTWARE -- 3.6%
     56,800  Activision Blizzard, Inc.(1)                          707,728
      4,800  Cerner Corp.(1)                                       178,704
      9,600  McAfee, Inc.(1)                                       312,480
     21,000  Symantec Corp.(1)                                     264,180
                                                                ----------
                                                                 1,463,092
                                                                ----------
SPECIALTY RETAIL -- 7.4%
     14,100  Children's Place Retail Stores, Inc. (The)(1)         471,363
     13,800  Collective Brands, Inc.(1)                            176,502
     13,900  Foot Locker, Inc.                                     203,218
      3,500  GameStop Corp., Class A(1)                             95,865
      5,200  Hibbett Sports, Inc.(1)                                92,612
     15,400  PetSmart, Inc.                                        303,226
     27,630  Ross Stores, Inc.                                     903,225
     23,500  TJX Cos., Inc. (The)                                  628,860
      4,200  Urban Outfitters, Inc.(1)                              91,308
                                                                ----------
                                                                 2,966,179
                                                                ----------
TEXTILES, APPAREL & LUXURY GOODS -- 0.9%
      9,500  Carter's, Inc.(1)                                     201,780
      5,200  Warnaco Group, Inc. (The)(1)                          155,012
                                                                ----------
                                                                   356,792
                                                                ----------
THRIFTS & MORTGAGE FINANCE -- 1.2%
     25,000  Hudson City Bancorp., Inc.                            470,250
                                                                ----------
TRADING COMPANIES & DISTRIBUTORS -- 0.8%
      4,000  W.W. Grainger, Inc.                                   314,280
                                                                ----------
WIRELESS TELECOMMUNICATION SERVICES -- 4.1%
      9,000  American Tower Corp., Class A(1)                      290,790
     13,000  NII Holdings, Inc.(1)                                 334,880
     48,102  SBA Communications Corp., Class A(1)                1,009,661
                                                                ----------
                                                                 1,635,331
                                                                ----------
TOTAL COMMON STOCKS
(Cost $41,478,246)                                              39,084,223
                                                                ----------


- ------
15


NT Vista

Shares                                                                Value

Temporary Cash Investments -- 2.4%

   73,488  JPMorgan U.S. Treasury Plus Money Market Fund
           Agency Shares                                           $ 73,488

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations,
8.125%, 5/15/21, valued at $916,077), in a joint trading
account at 0.05%, dated 10/31/08, due 11/3/08 (Delivery
value $900,004)                                                     900,000
                                                                -----------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $973,488)                                                     973,488
                                                                -----------

                                                                      Value
TOTAL INVESTMENT SECURITIES -- 99.8%
(Cost $42,451,734)                                              $40,057,711
                                                                -----------
OTHER ASSETS AND LIABILITIES -- 0.2%                                 77,978
                                                                -----------
TOTAL NET ASSETS -- 100.0%                                      $40,135,689
                                                                ===========

Forward Foreign Currency Exchange Contracts
                                                           Unrealized
   Contracts to Sell       Settlement Date      Value      Gain (Loss)

   208,940  AUD for USD        11/28/08         $138,517         $1,439

   415,021  CHF for USD        11/28/08          357,967          7,484
                                                --------        -------
                                                $496,484         $8,923
                                                ========        =======
(Value on Settlement Date $505,407)

Notes to Schedule of Investments

ADR = American Depositary Receipt

AUD = Australian Dollar

CHF = Swiss Franc

SPDR = Standard & Poor's Depositary Receipts

USD = United States Dollar

(1) Non-income producing.

As of October 31, 2008, securities with an aggregate value of $626,519, which
represented 1.6% of total net assets, were valued in accordance with
alternative pricing procedures adopted by the Board of Directors.

Industry classifications are unaudited.

See Notes to Financial Statements.


- ------
16


STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 2008
                                                        NT Growth       NT Vista
ASSETS

Investment securities, at value (cost of
$97,516,579 and $42,451,734, respectively)            $83,667,440    $40,057,711

Cash                                                           --          5,542

Receivable for investments sold                           779,485      1,384,461

Receivable for forward foreign currency
exchange contracts                                         35,805          8,923

Receivable for capital shares sold                        117,161         56,723

Dividends and interest receivable                          44,810         19,804
                                                      -----------    -----------
                                                       84,644,701     41,533,164
                                                      -----------    -----------

LIABILITIES

Disbursements in excess of demand deposit cash             71,009             --

Payable for investments purchased                       1,079,258      1,372,326

Payable for capital shares purchased                          732            282

Accrued management fees                                    54,082         24,867
                                                      -----------    -----------
                                                        1,205,081      1,397,475
                                                      -----------    -----------

NET ASSETS                                            $83,439,620    $40,135,689
                                                      ===========    ===========

INSTITUTIONAL CLASS CAPITAL SHARES,
$0.01 PAR VALUE

Authorized                                            100,000,000    100,000,000
                                                      ===========    ===========
Outstanding                                            10,259,525      5,267,994
                                                      ===========    ===========

NET ASSET VALUE PER SHARE                                   $8.13          $7.62
                                                      ===========    ===========

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus)              $104,311,278    $48,601,856

Accumulated undistributed net investment
income (loss)                                             494,226        (8,523)

Accumulated net realized loss on investment
and foreign currency transactions                     (7,552,670)    (6,072,255)

Net unrealized depreciation on investments
and translation of assets and liabilities
in foreign currencies                                (13,813,214)    (2,385,389)
                                                     ------------   ------------
                                                      $83,439,620    $40,135,689
                                                     ============   ============


See Notes to Financial Statements.


- ------
17


STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 2008
                                                         NT Growth        NT Vista
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of
$5,345 and $3,950, respectively)                       $ 1,016,247       $ 160,727

Interest                                                    24,819          33,792

Securities lending, net                                     18,404              --
                                                     -------------   -------------
                                                         1,059,470         194,519
                                                     -------------   -------------

EXPENSES:

Management fees                                            713,028         337,299

Directors' fees and expenses                                 2,347           1,101

Other expenses                                               2,260           3,018
                                                     -------------   -------------
                                                           717,635         341,418
                                                     -------------   -------------

NET INVESTMENT INCOME (LOSS)                               341,835       (146,899)
                                                     -------------   -------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions                                (7,330,998)     (5,905,681)

Foreign currency transactions                              209,362          99,281
                                                     -------------   -------------
                                                       (7,121,636)     (5,806,400)
                                                     -------------   -------------

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

Investments                                           (28,453,054)    (15,771,652)

Translation of assets and liabilities
in foreign currencies                                       38,842          11,866
                                                     -------------   -------------
                                                      (28,414,212)    (15,759,786)
                                                     -------------   -------------

NET REALIZED AND UNREALIZED GAIN (LOSS)               (35,535,848)    (21,566,186)
                                                     -------------   -------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS                                      $(35,194,013)   $(21,713,085)
                                                     =============   =============


See Notes to Financial Statements.


- ------
18


STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007

                                 NT Growth                      NT Vista
Increase
(Decrease) in
Net Assets                       2008           2007           2008           2007

OPERATIONS
Net investment
income (loss)               $ 341,835      $ 252,008    $ (146,899)    $ (123,658)

Net realized
gain (loss)               (7,121,636)      4,588,508    (5,806,400)      3,240,562

Change in net
unrealized
appreciation
(depreciation)           (28,414,212)     10,299,415   (15,759,786)     11,596,277
                         ------------   ------------   ------------   ------------
Net increase
(decrease) in net
assets resulting
from operations          (35,194,013)     15,139,931   (21,713,085)     14,713,181
                         ------------   ------------   ------------   ------------

DISTRIBUTIONS TO SHAREHOLDERS

From net
investment income           (194,614)      (175,726)             --             --

From net
realized gains            (3,783,853)             --       (87,218)             --
                         ------------   ------------   ------------   ------------
Decrease in net
assets from
distributions             (3,978,467)      (175,726)       (87,218)             --
                         ------------   ------------   ------------   ------------

CAPITAL SHARE TRANSACTIONS

Proceeds from
shares sold                48,892,848     31,876,693     28,341,744     16,758,304

Payments for
shares redeemed          (14,726,562)   (17,377,762)   (11,057,975)   (12,497,498)
                         ------------   ------------   ------------   ------------
Net increase
(decrease) in net
assets from
capital share
transactions               34,166,286     14,498,931     17,283,769      4,260,806
                         ------------   ------------   ------------   ------------

NET INCREASE
(DECREASE) IN
NET ASSETS                (5,006,194)     29,463,136    (4,516,534)     18,973,987

NET ASSETS

Beginning of
period                     88,445,814     58,982,678     44,652,223     25,678,236
                         ------------   ------------   ------------   ------------

End of period             $83,439,620    $88,445,814    $40,135,689    $44,652,223
                         ============   ============   ============   ============

Accumulated
undistributed
net investment
income (loss)                $494,226       $141,260       $(8,523)         $1,921
                         ============   ============   ============   ============

TRANSACTION IN SHARES OF THE FUNDS

Sold                        4,697,976      2,849,265      2,867,449      1,590,776

Redeemed                  (1,311,665)    (1,555,417)      (926,513)    (1,118,215)
                         ------------   ------------   ------------   ------------

Net increase
(decrease)
in shares of
the funds                   3,386,311      1,293,848      1,940,936        472,561
                         ============   ============   ============   ============


See Notes to Financial Statements.


- ------
19


NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2008

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Mutual Funds, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. NT Growth Fund (NT Growth) and NT
Vista Fund (NT Vista) (collectively, the funds) are two funds in a series
issued by the corporation. The funds are diversified under the 1940 Act. The
funds' investment objective is to seek long-term capital growth. The funds
pursue this objective by investing primarily in equity securities. NT Growth
generally invests in larger-sized companies that management believes will
increase in value but may purchase companies of any size. NT Vista generally
invests in companies that are medium- sized and smaller at the time of
purchase that management believes will increase in value. The funds are not
permitted to invest in any securities issued by companies assigned the Global
Industry Classification Standard for the tobacco industry. The following is a
summary of the funds' significant accounting policies.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs 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, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Interest income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of


- ------
20


an unfavorable change in the foreign currency exchange rate underlying the
forward contract. Additionally, losses may arise if the counterparties do not
perform under the contract terms.

SECURITIES ON LOAN -- NT Growth may lend portfolio securities through its
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. NT Growth continues to recognize any gain or loss in
the market price of the securities loaned and records any interest earned or
dividends declared.

EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs).
ETFs are a type of index fund bought and sold on a securities exchange. An ETF
trades like common stock and represents a fixed portfolio of securities
designed to track the performance and dividend yield of a particular domestic
or foreign market index. A fund may purchase an ETF to temporarily gain
exposure to a portion of the U.S. or a foreign market while awaiting purchase
of underlying securities. The risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to track, although
the lack of liquidity on an ETF could result in it being more volatile.
Additionally, ETFs have management fees, which increase their cost.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes -- an interpretation of FASB Statement No. 109" during the
current fiscal year. All tax years for the funds remain subject to examination
by tax authorities. At this time, management believes there are no uncertain
tax positions which, based on their technical merit, would not be sustained
upon examination and for which it is reasonably possible that the total
amounts of unrecognized tax benefits will significantly change in the next
twelve months. Accordingly, no provision has been made for federal or state
income taxes. Interest and penalties associated with any federal or state
income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income and net
realized gains, if any, are generally declared and paid annually.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.


- ------
21


2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the
fee). The Agreement provides that all expenses of the funds, except brokerage
commissions, taxes, interest, fees and expenses of those directors who are not
considered "interested persons" as defined in the 1940 Act (including counsel
fees) and extraordinary expenses, will be paid by ACIM. The fee is computed
and accrued daily based on the daily net assets of each fund and paid monthly
in arrears. For funds with a stepped fee schedule, the rate of the fee is
determined by applying a fee rate calculation formula. This formula takes into
account each fund's assets as well as certain assets, if any, of other clients
of the investment advisor outside the American Century Investments family of
funds (such as subadvised funds and separate accounts) that have very similar
investment teams and investment strategies (strategy assets). The annual
management fee schedule for NT Growth ranges from 0.60% to 0.80%. The
effective annual management fee for NT Growth for the year ended October 31,
2008 was 0.80%. The annual management fee for NT Vista is 0.80%.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, American Century
Investment Services, Inc., and the corporation's transfer agent, American
Century Services, LLC. The funds are wholly owned, in aggregate, by various
funds in a series issued by American Century Asset Allocation Portfolios, Inc.
(ACAAP). ACAAP does not invest in the funds for the purpose of exercising
management or control.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an
equity investor in ACC. NT Growth has a securities lending agreement with
JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the funds had a bank
line of credit agreement with JPMCB. JPMCB is a custodian of the funds and a
wholly owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the year ended
October 31, 2008,
were as follows:


                           NT Growth     NT Vista

Purchases                $151,920,514   $92,525,601

Proceeds from sales      $121,397,549   $75,645,982


4. SECURITIES LENDING

As of October 31, 2008, NT Growth did not have any securities on loan. JPMCB
receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. NT Growth's risks in securities lending are
that the borrower may not provide additional collateral when required or
return the securities when due. If the borrower defaults, receipt of the
collateral by NT Growth may be delayed or limited. Investments made with cash
collateral may decline in value.

5. BANK LINE OF CREDIT

Effective December 12, 2007, the funds, along with certain other funds managed
by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement
with Bank of America, N.A. Prior to December 12, 2007, the funds, along with
certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured
bank line of credit agreement with JPMCB. The funds may borrow money for
temporary or emergency purposes to fund shareholder redemptions. Borrowings
under the agreement, which is subject to annual renewal, bear interest at the
Federal Funds rate plus 0.40%. The line expired December 10, 2008, and was not
renewed. The funds did not borrow from either line during the year ended
October 31, 2008.


- ------
22


6. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic developments, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws or restrictions.

7. FEDERAL TAX INFORMATION

The tax character of distributions paid during the years ended October 31,
2008 and October 31, 2007 were as follows:


                                   NT Growth              NT Vista
                                2008        2007       2008       2007
DISTRIBUTIONS PAID FROM

Ordinary income              $1,297,574   $175,726      --         --

Long-term capital gains      $2,680,893      --      $87,218       --

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.

As of October 31, 2008, the components of distributable earnings on a
tax-basis and the federal tax cost of investments were as follows:

                                                 NT Growth        NT Vista

Federal tax cost of investments                   $99,999,526     $44,208,595
                                                =============   =============
Gross tax appreciation of investments             $ 1,766,142     $ 1,179,651

Gross tax depreciation of investments            (18,098,228)     (5,330,535)
                                                -------------   -------------
Net tax appreciation (depreciation)
of investments                                  $(16,332,086)    $(4,150,884)
                                                =============   =============
Net tax appreciation (depreciation) on
derivatives and translation of assets and
liabilities in foreign currencies                    $ 11,619            $111
                                                -------------   -------------
Net tax appreciation (depreciation)             $(16,320,467)    $(4,150,773)
                                                =============   =============
Undistributed ordinary income                       $ 518,532              --

Accumulated capital losses                      $ (5,069,723)    $(4,315,394)

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales, return of capital dividends received and the realization
for tax purposes of unrealized gains on certain forward foreign currency
exchange contracts.

The accumulated capital losses listed above represent net capital loss
carryovers that may be used to offset future realized capital gains for
federal income tax purposes. The capital loss carryovers expire in 2016.

8. RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued Statement of Financial Accounting Standards No. 157, "Fair
Value Measurements" (FAS 157), in September 2006, which is effective for
fiscal years beginning after November 15, 2007. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands the required
financial statement disclosures about fair value measurements. The adoption of
FAS 157 will not materially impact the determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.


- ------
23


9. OTHER TAX INFORMATION (UNAUDITED)

The following information is provided pursuant to provisions of the Internal
Revenue Code.

NT Growth hereby designates up to the maximum amount allowable as qualified
dividend income for the fiscal year ended October 31, 2008.

For corporate taxpayers, NT Growth hereby designates $716,780, or up to the
maximum amount allowable, of ordinary income distributions paid during the
fiscal year ended October 31, 2008 as qualified for the corporate dividends
received deduction.

NT Growth and NT Vista hereby designate $2,680,893 and $87,218, respectively,
or up to the maximum amount allowable, of long-term capital gain distributions
for the fiscal year ended October 31, 2008.

NT Growth hereby designates $1,102,122 of distributions as qualified
short-term capital gains for purposes of Internal Revenue Code Section 871.


- ------
24


FINANCIAL HIGHLIGHTS
NT Growth

For a Share Outstanding Throughout the Years Ended October 31
(except as noted)
                                                   2008      2007    2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period             $12.87    $10.57     $10.00
                                                -------   -------    -------
Income From Investment Operations

 Net Investment Income (Loss)                   0.04(2)      0.04       0.01

 Net Realized and Unrealized Gain (Loss)         (4.19)      2.29       0.56
                                                -------   -------    -------
 Total From Investment Operations                (4.15)      2.33       0.57
                                                -------   -------    -------
Distributions

 From Net Investment Income                      (0.03)    (0.03)         --

 From Net Realized Gains                         (0.56)        --         --
                                                -------   -------    -------
 Total Distributions                             (0.59)    (0.03)         --
                                                -------   -------    -------
Net Asset Value, End of Period                   $ 8.13    $12.87     $10.57
                                                =======   =======    =======

TOTAL RETURN(3)                                (33.68)%    22.12%      5.70%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                                0.80%     0.80%   0.80%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets                      0.38%     0.35%   0.36%(4)

Portfolio Turnover Rate                            136%      140%        57%

Net Assets, End of Period (in thousands)        $83,440   $88,446    $58,983

(1) May 12, 2006 (fund inception) through October 31, 2006.

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

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

(4) Annualized.

See Notes to Financial Statements.


- ------
25


NT Vista

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)
                                                   2008         2007       2006(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period             $13.42        $9.00        $10.00
                                              ---------    ---------     ---------
Income From Investment Operations

 Net Investment Income (Loss)                 (0.04)(2)       (0.04)        (0.01)

 Net Realized and Unrealized
 Gain (Loss)                                     (5.73)         4.46        (0.99)
                                              ---------    ---------     ---------
 Total From Investment Operations                (5.77)         4.42        (1.00)
                                              ---------    ---------     ---------
Distributions

 From Net Realized Gains                         (0.03)           --            --
                                              ---------    ---------     ---------
Net Asset Value, End of Period                    $7.62       $13.42         $9.00
                                              =========    =========     =========

TOTAL RETURN(3)                                (43.09)%       49.11%      (10.00)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets                                0.81%        0.80%      0.80%(4)

Ratio of Net Investment Income
(Loss) to Average Net Assets                    (0.35)%      (0.36)%    (0.27)%(4)

Portfolio Turnover Rate                            183%         147%          109%

Net Assets, End of Period
(in thousands)                                  $40,136      $44,652       $25,678

(1) May 12, 2006 (fund inception) through October 31, 2006.

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

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

(4) Annualized.


See Notes to Financial Statements.


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26


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of NT Growth Fund and NT Vista Fund,
two of the funds constituting American Century Mutual Funds, Inc. (the
"Corporation"), as of October 31, 2008, and the related statements of
operations for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, and the financial
highlights for the periods presented. These financial statements and financial
highlights are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. The Corporation is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Corporation's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
October 31, 2008, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the respective financial
positions of NT Growth Fund and NT Vista Fund, two of the funds constituting
American Century Mutual Funds, Inc., as of October 31, 2008, the results of
their operations for the year then ended, the changes in their net assets for
each of the two years in the period then ended, and the financial highlights
for the periods presented, in conformity with accounting principles generally
accepted in the United States of America.

Deloitte & Touche LLP
Kansas City, Missouri
December 16, 2008


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27


MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue
of their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or
indirect, subsidiaries, including the funds' investment advisor, American
Century Investment Management, Inc. (ACIM or the advisor); the funds'
principal underwriter, American Century Investment Services, Inc. (ACIS); and
the funds' transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers
of, and have no financial interest in, ACC or any of its wholly owned, direct
or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century Investments family of funds.

All persons named as officers of the funds also serve in similar capacities
for the other 14 investment companies in the American Century Investments
family of funds advised by ACIM or American Century Global Investment
Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise
noted. Only officers with policy-making functions are listed. No officer is
compensated for his or her service as an officer of the funds. The listed
officers are interested persons of the funds and are appointed or re-appointed
on an annual basis.

INTERESTED DIRECTORS

JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1924
POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since
2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1963
POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley
(March 2000 to November 2005)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 111
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

INDEPENDENT DIRECTORS

THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1940
POSITION(S) HELD WITH FUNDS: Director (since 1980)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated
Investments, LLC (real estate investment company); Managing Member, Brown
Cascade Properties, LLC (real estate investment company); Retired, Area Vice
President, Applied Industrial Technologies (bearings and power transmission
company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None


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28


ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1997)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the
President, Midwest Research Institute (not-for-profit, contract research
organization)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1942
POSITION(S) HELD WITH FUNDS: Director (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC
(private equity fund manager); Chief Financial Officer, Plaza Belmont LLC
(September 1999 to September 2006)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Saia, Inc.; Entertainment Properties
Trust

DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1937
POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, Western Investments, Inc. (real estate company); Retired Chairman of
the Board, Butler Manufacturing Company (metal buildings producer)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1943
POSITION(S) HELD WITH FUNDS: Director (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive
Officer and Founder, Sayers40, Inc., (technology products and services
provider)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1945
POSITION(S) HELD WITH FUNDS: Director (since 1994)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, Sprint Corporation (telecommunications company)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: DST Systems, Inc.; Euronet Worldwide,
Inc.; Charming Shoppes, Inc.

JOHN R. WHITTEN, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1946
POSITION(S) HELD WITH FUNDS: Director (since 2008)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Project Consultant, Celanese
Corp. (industrial chemical company) (September 2004 to January 2005); Chief
Financial Officer, Vice President and Treasurer, Applied Industrial
Technologies, Inc. (bearings and power transmission company) (1995 to 2003)
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 70
OTHER DIRECTORSHIPS HELD BY DIRECTOR: Rudolph Technologies, Inc.


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29


OFFICERS

BARRY FINK, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1955
POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007);
Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as:
Director, ACC, ACS, ACIS and other ACC subsidiaries

MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1956
POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS

CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1957
POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS,
ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS

ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1966
POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February
2000 to present) and Controller, various American Century Investments funds
(1997 to September 2006)

JON ZINDEL, 4500 Main Street, Kansas City, MO 64111
YEAR OF BIRTH: 1967
POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998)
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS

The SAI has additional information about the funds' directors and is available
without charge, upon request, by calling 1-800-345-2021.


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30


APPROVAL OF MANAGEMENT AGREEMENTS
NT Growth and NT Vista

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century Investments, this process is referred to as the
"15(c) Process." As a part of this process, the board reviews fund
performance, shareholder services, audit and compliance information, and a
variety of other reports from the advisor concerning fund operations. In
addition to this annual review, the board of directors oversees and evaluates
on a continuous basis at its quarterly meetings the nature and quality of
significant services performed by the advisor, fund performance, audit and
compliance information, and a variety of other reports relating to fund
operations. The board, or committees of the board, also holds special meetings
as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning NT Growth and NT Vista (the "funds") and
the services provided to the funds under the management agreement. The
information considered and the discussions held at the meetings included, but
were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of


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31


the funds, the Directors did not identify any single factor as being
all-important or controlling, and each Director may have attributed different
levels of importance to different factors. In deciding to renew the management
agreement under the terms ultimately determined by the board to be
appropriate, the Directors' decision was based on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the funds, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process


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32


comparing the funds' performance with that of similar funds not managed by the
advisor. If performance concerns are identified, the Directors discuss with
the advisor the reasons for such results (e.g., market conditions, security
selection) and any efforts being undertaken to improve performance. The funds'
performance for both the one- and three-year periods was above the median for
their peer groups.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.

COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is


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33


responsible for providing all investment advisory, custody, audit,
administrative, compliance, recordkeeping, marketing and shareholder services,
or arranging and supervising third parties to provide such services. By
contrast, most other funds are charged a variety of fees, including an
investment advisory fee, a transfer agency fee, an administrative fee,
distribution charges and other expenses. Other than their investment advisory
fees and Rule 12b-1 distribution fees, all other components of the total fees
charged by these other funds may be increased without shareholder approval.
The board believes the unified fee structure is a benefit to fund shareholders
because it clearly discloses to shareholders the cost of owning fund shares,
and, since the unified fee cannot be increased without a vote of fund
shareholders, it shifts to the advisor the risk of increased costs of
operating the funds and provides a direct incentive to minimize administrative
inefficiencies. Part of the Directors' analysis of fee levels involves
reviewing certain evaluative data compiled by a 15(c) Provider comparing the
funds' unified fee to the total expense ratio of other funds in the funds'
peer groups. The unified fee charged to shareholders of NT Growth was below
the median of the total expense ratios of its peer group. The unified fee
charged to shareholders of NT Vista was in the lowest quartile of the total
expense ratios of its peer group. The board concluded that the management fee
paid by the funds to the advisor was reasonable in light of the services
provided to the funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the funds to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.


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34


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, distributions you receive from certain IRAs or 403(b), 457
and qualified plans are subject to federal income tax withholding, unless you
elect not to have withholding apply. Tax will be withheld on the total amount
withdrawn even though you may be receiving amounts that are not subject to
withholding, such as nondeductible contributions. In such case, excess amounts
of withholding could occur. You may adjust your withholding election so that a
greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient. You can reduce or defer the income tax on a distribution
by directly or indirectly rolling such distribution over to another IRA or
eligible plan. You should consult your tax advisor for additional information.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


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35


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.


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36


[back cover]

[american century investments logo and text logo ®]

CONTACT US

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . .          1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . .          1-800-345-2021
                                                                   or 816-531-5575
BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED
RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . . .          1-800-345-3533

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . . .          1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . . .          1-800-634-4113

AMERICAN CENTURY MUTUAL FUNDS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0812
CL-ANN-62721N






ITEM 2. CODE OF ETHICS.

(a)       The  registrant  has  adopted a Code of Ethics  for  Senior  Financial
          Officers that applies to the registrant's principal executive officer,
          principal financial officer, principal accounting officer, and persons
          performing similar functions.

(b)       No response required.

(c)       None.

(d)       None.

(e)       Not applicable.

(f)       The  registrant's  Code of Ethics for Senior  Financial  Officers  was
          filed as  Exhibit  12  (a)(1) to  American  Century  Asset  Allocation
          Portfolios,  Inc.'s Annual Certified Shareholder Report on Form N-CSR,
          File No. 811-21591,  on September 29, 2005, and is incorporated herein
          by reference.



ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a)(1)    The registrant's board has determined that the registrant has at least
          one audit committee financial expert serving on its audit committee.

(a)(2)    John  R.  Whitten,  Thomas  A.  Brown  and  Gale  E.  Sayers  are  the
          registrant's  designated audit committee  financial experts.  They are
          "independent" as defined in Item 3 of Form N-CSR.

(a)(3)    Not applicable.

(b)       No response required.

(c)       No response required.

(d)       No response required.



ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)       Audit Fees.

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal  accountant for the audit of the registrant's
annual  financial  statements  or  services  that are  normally  provided by the
accountant in connection  with statutory and  regulatory  filings or engagements
for those fiscal years were as follows:

          FY 2007:  $315,101
          FY 2008:  $317,528

(b)       Audit-Related Fees.

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal  accountant that are reasonably related to the
performance of the audit of the  registrant's  financial  statements and are not
reported under paragraph (a) of this Item were as follows:

          For services rendered to the registrant:

          FY 2007:  $0
          FY 2008:  $0

          Fees required to be approved pursuant to paragraph  (c)(7)(ii) of Rule
          2-01 of Regulation S-X (relating to certain  engagements for non-audit
          services with the registrant's investment adviser and its affiliates):

          FY 2007:  $0
          FY 2008:  $0

(c)       Tax Fees.

The aggregate fees billed in each of the last two fiscal years for  professional
services  rendered by the principal  accountant for tax compliance,  tax advice,
and tax planning were as follows:

          For services rendered to the registrant:

          FY 2007:  $4,491
          FY 2008:  $0

          These services  included  review of federal and state income tax forms
          during the fiscal year 2007.

          Fees required to be approved pursuant to paragraph  (c)(7)(ii) of Rule
          2-01 of Regulation S-X (relating to certain  engagements for non-audit
          services with the registrant's investment adviser and its affiliates):

          FY 2007:  $0
          FY 2008:  $0

(d)       All Other Fees.

The aggregate  fees billed in each of the last two fiscal years for products and
services provided by the principal accountant,  other than the services reported
in paragraphs (a) through (c) of this Item were as follows:

          For services rendered to the registrant:

          FY 2007:  $0
          FY 2008:  $0

          Fees required to be approved pursuant to paragraph  (c)(7)(ii) of Rule
          2-01 of Regulation S-X (relating to certain  engagements for non-audit
          services with the registrant's investment adviser and its affiliates):

          FY 2007:  $0
          FY 2008:  $0

(e)(1)    In accordance  with paragraph  (c)(7)(i)(A) of Rule 2-01 of Regulation
          S-X,  before the  accountant  is engaged by the  registrant  to render
          audit  or  non-audit  services,  the  engagement  is  approved  by the
          registrant's audit committee. Pursuant to paragraph (c)(7)(ii) of Rule
          2-01  of  Regulation  S-X,  the  registrant's   audit  committee  also
          pre-approves its accountant's  engagements for non-audit services with
          the  registrant's  investment  adviser,  its parent  company,  and any
          entity  controlled  by, or under common  control  with the  investment
          adviser  that  provides  ongoing  services to the  registrant,  if the
          engagement relates directly to the operations and financial  reporting
          of the registrant.

(e)(2)    All services  described in each of paragraphs  (b) through (d) of this
          Item were pre-approved before the engagement by the registrant's audit
          committee   pursuant  to  paragraph   (c)(7)(i)(A)  of  Rule  2-01  of
          Regulation S-X.  Consequently,  none of such services were required to
          be approved by the audit committee pursuant to paragraph (c)(7)(i)(C).

(f)       The  percentage  of  hours  expended  on  the  principal  accountant's
          engagement to audit the registrant's financial statements for the most
          recent fiscal year that were  attributed to work  performed by persons
          other than the principal accountant's  full-time,  permanent employees
          was less than 50%.

(g)       The aggregate non-audit fees billed by the registrant's accountant for
          services rendered to the registrant,  and rendered to the registrant's
          investment  adviser  (not  including  any  sub-adviser  whose  role is
          primarily  portfolio  management and is subcontracted with or overseen
          by another investment adviser), and any entity controlling, controlled
          by, or under common  control with the adviser  that  provides  ongoing
          services to the  registrant  for each of the last two fiscal  years of
          the registrant were as follows:

          FY 2007:  $152,811
          FY 2008:  $ 80,618

(h)       The registrant's  investment  adviser and accountant have notified the
          registrant's  audit  committee  of all  non-audit  services  that were
          rendered by the registrant's accountant to the registrant's investment
          adviser,  its parent company,  and any entity  controlled by, or under
          common control with the investment  adviser that provides  services to
          the  registrant,  which services were not required to be  pre-approved
          pursuant to paragraph  (c)(7)(ii) of Rule 2-01 of Regulation  S-X. The
          notification  provided to the  registrant's  audit committee  included
          sufficient  details  regarding such services to allow the registrant's
          audit  committee  to  consider  the  continuing  independence  of  its
          principal accountant.


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.



ITEM 6. INVESTMENTS.

(a)       The  schedule  of  investments  is  included  as part of the report to
          stockholders filed under Item 1 of this Form.

(b)       Not applicable.



ITEM 7.  DISCLOSURE  OF PROXY VOTING  POLICIES  AND  PROCEDURES  FOR  CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.



ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.



ITEM 9.  PURCHASES OF EQUITY  SECURITIES  BY  CLOSED-END  MANAGEMENT  INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.



ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the reporting period, there were no material changes to the procedures by
which shareholders may recommend nominees to the registrant's board.



ITEM 11. CONTROLS AND PROCEDURES.

(a)       The registrant's  principal  executive officer and principal financial
          officer have concluded that the registrant's  disclosure  controls and
          procedures (as defined in Rule 30a-3(c)  under the Investment  Company
          Act of 1940) are effective based on their evaluation of these controls
          and  procedures as of a date within 90 days of the filing date of this
          report.

(b)       There  were no  changes  in the  registrant's  internal  control  over
          financial  reporting (as defined in Rule 30a-3(d) under the Investment
          Company  Act of 1940) that  occurred  during the  registrant's  second
          fiscal  quarter  of the  period  covered  by  this  report  that  have
          materially  affected,  or are reasonably likely to materially  affect,
          the registrant's internal control over financial reporting.



ITEM 12. EXHIBITS.

(a)(1)    Registrant's  Code of Ethics for Senior Financial  Officers,  which is
          the subject of the  disclosure  required by Item 2 of Form N-CSR,  was
          filed  as  Exhibit  12(a)(1)  to  American  Century  Asset  Allocation
          Portfolios,  Inc.'s Certified  Shareholder  Report on Form N-CSR, File
          No. 811-21591, on September 29, 2005.

(a)(2)    Separate   certifications  by  the  registrant's  principal  executive
          officer and principal  financial  officer,  pursuant to Section 302 of
          the  Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment
          Company  Act of  1940,  are  filed  and  attached  hereto  as  Exhibit
          99.302CERT.

(a)(3)    Not applicable.

(b)       A certification by the registrant's  chief executive officer and chief
          financial  officer,  pursuant to Section 906 of the Sarbanes-Oxley Act
          of 2002, is furnished and attached hereto as Exhibit 99.906CERT.


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


Registrant:   AMERICAN CENTURY MUTUAL FUNDS, INC.



By:      /s/  Jonathan S. Thomas
         ---------------------------------------
         Name:      Jonathan S. Thomas
         Title:     President


Date:    December 26, 2008



     Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



By:      /s/  Jonathan S. Thomas
         ---------------------------------------
         Name:   Jonathan S. Thomas
         Title:  President
                 (principal executive officer)


Date:    December 26, 2008




By:      /s/  Robert J. Leach
         ---------------------------------------
         Name:   Robert J. Leach
         Title:  Vice President, Treasurer, and
                 Chief Financial Officer
                 (principal financial officer)


Date:    December 26, 2008

American Century Growth Investor Class (TWCGX) N-CSRCertified annual shareholder report (management investment company)