AMERICAN CENTURY MUTUAL FUNDS INC
485APOS, 1998-12-01
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                           FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     File No. 2-14213

     Pre-Effective Amendment No.                                      [ ]

     Post-Effective Amendment No. 80                                  [X]

                             and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]
     
     File No. 811-0816

     Amendment No. 80                                                 [X]

                        (Check appropriate box or boxes.)


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


                     4500 Main Street, Kansas City, MO 64111
       _________________________________________________________________
               (Address of Principal Executive Offices) (Zip Code)


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


            William M. Lyons, 4500 Main Street, Kansas City, MO 64111
       _________________________________________________________________
                     (Name and Address of Agent for Service)

         Approximate Date of Proposed Public Offering: February 16, 1999

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

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

If appropriate, check the following box:

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

- --------------------------------------------------------------------------------
The Statement of Additional  Information of American Century Mutual Funds,  Inc.
dated January 29, 1999 is  incorporated  herein by reference to the  Registrants
filing   pursuant   to   Rule   485(a)   on   November   30,   1998   (accession
#0000100334-98-000025).
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

February 15, 1999
- --------------------------------------------------------------------------------

AMERICAN CENTURY

Tax-Managed Value Fund

Investor Class

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.





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

Here's what you'll find:

o    The fund's' primary investments and risks
o    A description of who may or may not want to invest in the fund
o    Fund performance,  including returns for each year, best and worst quarters
     and average annual returns compared to the fund's' benchmarks
o    An overview of ways to best manage your accounts
o    Helpful tips and definitions of key investment terms

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

                                      Sincerely,


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







Table of Contents

An Overview of the Fund...............................2

Fees and Expenses.....................................3

Detailed Information about the Fund...................4

Management............................................7

Investing with American Century......................10

Share Price and Distributions........................13

Taxes................................................14



Fund Reference
                                Fund Code       Ticker   Newspaper Listing
- ------------------------------------------------------------------------------
Tax-Managed Value Fund

**********LEFT MARGIN CALLOUTS

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

*........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS








An Overview of the Fund

What are the fund's investment goals?

The Tax-Managed Value Fund seeks long-term capital growth by investing primarily
in common  stocks while  attempting  to minimize the impact of federal  taxes on
shareholder returns.

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

The fund  manager uses a value  investment  strategy  that invests  primarily in
stocks  of  medium  to  large  companies  that  the fund  manager  believes  are
undervalued  at the time of purchase.  In selecting  stocks,  the fund looks for
companies  that are  temporarily  out of  favor  in,  or whose  value is not yet
recognized  by, the market.  The fund manager  will attempt to minimize  taxable
distributions  to fund  shareholders.  A more detailed  description  of American
Century's tax-efficient investment strategy begins on page XX.

The fund's principal risks include:

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

o Price Volatility  The value of the fund's shares may  fluctuate  significantly
                    in the short-term.

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

Who may want to invest in the fund?

The fund may be a good investment if you are 

0    seeking long-term capital growth from your investment

0    seeking lower taxable distributions than a traditional equity fund

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

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

Who may not want to invest in the fund?

The fund may not be a good investment if you are

0    investing through an IRA or other tax-advantaged retirement plan

0    seeking current income from your investment

0    investing for a short period of time

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

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

2        American Century Investments                             1-800-345-2021







Fees and Expenses

There are no sales loads or fees or other charges

0    to buy fund shares directly from American Century

0    to reinvest dividends in additional shares

0    to exchange into the Investor Class shares of other American Century funds.

The following  tables describe the fees and expenses that you may pay if you buy
and hold shares of the fund.

Shareholder Transaction Expenses (fees paid directly from your investment):
                                           Redemption Fee (as a percentage of
                                           amount redeemed)
- ------------------------------------------ -------------------------------------
Tax-Efficient Fund
     Shares held for less than one year    [XX%]
     Shares held for at one year or more   None
- ------------------------------------------ -------------------------------------


<TABLE>
Annual Operating Expenses (expenses that are deducted from fund assets):

                        Management Fee1       Distribution and Service   Other           Total Annual Fund
                                              (12b-1) Fees               Expenses2       Operating Expenses
- ----------------------- --------------------- -------------------------- --------------- ----------------------
<S>                     <C>                                              <C>             <C>  
Tax-Efficient Fund      1.20%                 None                       0.00%           1.20%
- ----------------------- --------------------- -------------------------- --------------- ----------------------
</TABLE>

1    A  portion  of the  management  fee may be paid by the  fund's  advisor  to
     unaffiliated  third parties who provide  recordkeeping  and  administrative
     services that would otherwise be performed by an affiliate of the manager.

2    Other  expenses  include the fees and  expenses  of the fund's  independent
     directors,  its legal counsel,  interest and extraordinary expenses and are
     estimated  to be less than  0.005% of the fund's  assets  during the fund's
     first fiscal year.

Example of Hypothetical Fund Costs

The  examples in the table  below are  intended to help you compare the costs of
investing  in the  Tax-Managed  Value  Fund with  those of other  mutual  funds.
Assuming you

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

your cost of investing in the fund would be:

                                     1 Year   3 Years
- ----------------------------- -- --- -------- ----------
Tax-Managed Value Fund               $XX      $XX
- ----------------------------- -- --- -------- ----------

You would pay the  following  expenses  if you did not redeem your shares at the
end of the periods shown below:

                                     1 Year   3 Years
- ----------------------------- -- --- -------- ----------
Tax-Managed Value Fund               $XX      $XX
- ----------------------------- -- --- -------- ----------

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

www.americancentury.com                     American Century Investments       3





Detailed Information about the Fund

What is the fund's investment objective?

The fund seeks long-term capital growth. This is a fundamental policy and cannot
be changed without shareholder approval.

How does the fund pursue its investment objective?

The fund manager seeks to achieve its objective by investing primarily in common
stocks.  The fund  manager  will also  attempt to minimize the impact of federal
income  taxes  on  shareholder   returns  by  attempting  to  minimize   taxable
distributions to shareholders.

The fund manager uses a value  investment  strategy to look for stocks of medium
to large companies that the fund manager believes are undervalued at the time of
purchase.  Companies may be undervalued  due to market  declines,  poor economic
conditions, actual or anticipated bad news regarding the issuer or its industry,
or because  they have been  overlooked  by other  investors.  To identify  these
companies, the fund manager looks for companies with earnings, cash flows and/or
assets that may not be reflected accurately in the companies' stock prices.

To minimize  taxable  distributions,  the fund  manager  employs  the  following
tax-sensitive  techniques that may, from time to time, be inconsistent  with the
fund's objective of long-term capital growth:

0    The fund  manager  seeks to  minimize  realized  capital  gains by  keeping
     portfolio  turnover  low and  generally  holding its  investments  for long
     periods.

0    The fund manager seeks to minimize  realized capital gains when selling the
     shares of a specific  company by  analyzing  the  fund's  holdings  of that
     company  to  determine  which  shares  were  purchased  at what  price  and
     typically selling those shares bought at the highest price.

0    The fund  manager may seek to minimize  realized  capital  gains by selling
     securities to realize  capital losses.  Realized  capital losses can offset
     realized capital gains, thereby reducing capital gains distributions to the
     fund's shareholders.

0    The fund manager seeks to minimize taxable dividend income when possible by
     investing in stocks with lower dividend yields.

While the fund seeks to minimize taxable  distributions to shareholders,  it may
realize taxable gains and earn some dividends. For example, the fund manager may
elect to sell a security, even if it results in a taxable gain, if it determines
the tax impact of the sale is outweighed by the  investment  risk of holding the
security or by the  availability  of a replacement  security  which has a better
potential  return. In addition,  redemptions by fund shareholders  could require
the fund to sell securities, potentially resulting in capital gains. At the fund
manager's  discretion,  payment  of the  redemption  price  may,  under  certain
circumstances,  be  made  in  whole  or in  part  by a  distribution  in kind of
securities  from  the  fund,  in  lieu  of  cash.  See  "Redemptions  -  Special
Requirements  for Large  Redemptions" on page 12. Because the fund is managed to
provide high after-tax  returns,  it may not provide as high a pre-tax return as
other funds. For more  information  regarding  applicable  taxes, see "Taxes" on
page XX.

Investors who frequently redeem their shares generate  additional  transactional
costs for the fund and may cause the fund to recognize capital gains and greater
brokerage commissions which must be borne by the fund's remaining  shareholders.
To  encourage  long-term  investing,  the fund applies a XX%  redemption  fee to
shares  held for less than one year.  In  determining  the  holding  period  for
shares, the fund will use the "first-in, first-out" method. In other words, when
a  shareholder  redeems  or  exchanges  shares,  the fund will  first  redeem or
exchange those shares with the earliest  purchase date. If the  shareholder  has
held these  shares for at least one year,  the fund will not apply a  redemption
fee to the redeemed shares.  The fees will be paid directly to the fund and will
be used to help  reimburse  the fund for costs  incurred by the fund when buying
and selling securities.

4        American Century Investments                             1-800-345-2021





What kinds of securities does the fund buy?

The fund will usually purchase common stocks of U.S. and foreign companies,  but
can purchase  other types of securities,  as well,  such as domestic and foreign
preferred stocks, convertible securities,  equity equivalent securities,  notes,
bonds and other debt securities. The fund limits its purchase of debt securities
to investment-grade obligations.

What are the primary risks of investing in the fund?

o    As with all funds,  at any given time, the value of your shares of the fund
     may be worth more or less than the price you paid.  If you sell your shares
     when the value is less than the price you paid, you will lose money.
o    An  investment  in the fund is not a bank  deposit,  and is not  insured or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government agency.
o    The value of the fund's shares depends on the value of the stocks and other
     securities it owns.  The value of the  individual  securities the fund owns
     will go up and down  depending on the  performance  of the  companies  that
     issued  them,  general  market  and  economic   conditions,   and  investor
     confidence.
o    If the market does not consider the individual stocks purchased by the fund
     to be  undervalued,  the value of the fund's shares may not rise as high as
     other funds and may in fact  decline,  even if stock  prices are  generally
     increasing.
o    Market performance tends to be cyclical, and in the various cycles, certain
     investment  styles  may  fall in and out of  favor.  If the  market  is not
     favoring  the fund's  style,  the fund's gains may not be as big as, or its
     losses may be bigger than,  other equity funds using  different  investment
     styles.
o    While the fund seeks to minimize taxable distributions to shareholders, it,
     may realize  capital  gains on the sale of investment  securities  and earn
     dividend income. For example, the fund manager may elect to sell a security
     even if it results in a taxable gain  if it determines  the  tax  impact is
     outweighed  by the investment  risk of the  security or by the availability
     of replacement securities which are of a better value after considering the
     tax  effect  of the  sale.  Federal  tax  laws  require  the  fund  to make
     distributions of such gains and income to its  shareholders.  Distributions
     may be taxable as ordinary  income,  capital gains, or a combination of the
     two.

In summary,  the  Tax-Efficient  Fund is intended for  investors who are seeking
long-term capital growth on an after-tax basis through a value-style equity fund
and who are  willing  to  accept  the  risks  associated  with  that  investment
strategy.



www.americancentury.com             American Century Investments             5







Performance History

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

********** LEFT MARGIN CALLOUTS

*    Please call us at  1-800-345-2021  or visit American  Century's Web site at
     www.americancentury.com. for current performance information.

**********END LEFT MARGIN CALLOUTS


6        American Century Investments                          1-800-345-2021





Management

Who manages the fund?

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

The Board of Directors

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

The Investment Advisor

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

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

For the  services  it  provides  to the fund,  the  advisor  receives  a unified
management fee of 1.20% of the average net assets of the fund. The amount of the
management  fee is  calculated  daily and paid  monthly.  Out of that  fee,  the
advisor pays all expenses of managing and  operating  the fund except  brokerage
expenses,  taxes,  interest,  fees and  expenses  of the  independent  directors
(including counsel fees) and extraordinary expenses.



www.americancentury.com                 American Century Investments   7





The Fund Management Team

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

Portfolio manager members of the investment team include:

Mark Mallon,  Senior Vice President,  Managing  Director and Portfolio  Manager,
joined American Century in April 1997. From August 1978 until he joined American
Century,  Mr. Mallon was employed in several  positions by Federated  Investors,
and had served as President and Chief Executive Officer of Federated  Investment
Counseling and Executive Vice President of Federated Research  Corporation since
January 1990.

**********LEFT MARGIN CALLOUTS

*    Code of Ethics

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

**********END LEFT MARGIN CALLOUTS

8        American Century Investments                            1-800-345-2021





Fundamental Investment Policies

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

Year 2000 Issues

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's  business,  particularly  the provision of shareholder  services,  may be
hampered.

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

www.americancentury.com                    American Century Investments       9





Investing with American Century

Services Automatically Available to You

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

Conducting Business in Writing

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

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                               <C>                                             <C>
By telephone                       Open an account                                Make additional investments
1-800-345-2021                     If you are a current investor, you             Call us or use our Automated Information Line
7 a.m. to 7 p.m.                   can open an account by exchanging              if you have authorized us to withdraw from
Central time                       shares from another American Century           your bank account.
                                   account. (This service is not
Automated Information Line         available if you have chosen to do             Sell shares
1-800-345-8765                     business in writing only.)                     Call an Investor Services Representative.
24 hours
                                   Exchange shares 
                                   Call us or use our Automated
                                   Information Line if you have authorized us to
                                   accept telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments 
PO Box 419200                      Send a signed and completed                    Send us your check or money order for at 
Kansas City, MO 64141-6200         application and check or money order           least $50 with an  investment slip or $250
                                   payable to American Century                    without an investment slip. If you don't have
Fax 816-340-7962                   Investments.                                   an investment slip, include your name,
                                                                                  address, and account number on your check or
                                   Exchange shares                                money order.
                                   Send us written instructions to
                                   exchange your shares from one                  Sell shares
                                   American Century account to another.           Send us written instructions to sell shares
                                                                                  or send us a redemption form. Call an
                                                                                  Investor Services Representative to request a
                                                                                  form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online                             Open an account                                Make additional investments
www.americancentury.com            If you are a current investor, you             Follow the wire instructions provided in the
                                   can open an account by exchanging              Open an account section
                                   shares from another American Century
                                   account. (This service is not                  Sell shares
                                   available if you have chosen to do             Not available.
                                   business in writing only.)

                                   Exchange shares
                                   Exchange shares from another American Century
                                   account.

10       American Century Investments                             1-800-345-2021





A Note about Mailings to Shareholders

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

Your Guide to Services and Policies

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

By wire                          Open an account                                  Make additional investments
Commerce Bank N.A.               Call us to set up your account or mail           Follow the wire instructions provided in the
Routing No. 101000019            a completed application to the address           Open an account section
ACMF Account No. 2804918         provided above and give your bank:
                                 o  The fund name                                 Sell shares
F    Please remember that        o  Your American Century account number          You can receive redemption proceeds by 
if you  request                  o  Name of the investor                          wire or electronic transfer. (This 
redemptions by wire, $10         o  The contribution year (for IRAs only)         service is not available if you have 
will be deducted from the                                                         chosen to do business in writing only.)  
amount  wired.  Your bank        Exchange shares 
also may charge a fee.           Not available.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   Select "Establish Automatic Investments" on
                                                                                  your application to make automatic purchases
                                 Sell shares                                      of shares on a regular basis. You must invest
                                 If you have at least $10,000 in your             at least $600 per year per account.
                                 account, sell shares automatically by
                                 Check-a-Month, or by Automatic                   Exchange shares
                                 Redemption.                                      Send us written instructions to exchange your
                                                                                  shares from one American Century account to
                                                                                  another.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
In Person                        If you prefer to handle your transactions in person, visit one of our Investor Centers and a 
                                 representative can help you open an account, make additional investments, sell or exchange shares. 
                                 Here are the Investor Centers you can visit:

                                 4500 Main Street                        4917 Town Center Dr.
                                 Kansas City, Missouri                   Leawood, Kansas

                                 1665 Charleston Road                    2000 S. Colorado Blvd.
                                 Mountain View, California               Denver, Colorado
</TABLE>

www.americancentury.com                     American Century Investments      11





Minimum Initial Investment Amounts

To open an account the minimum investment is as follows for:
- --------------------------------------------------------------------------------
Individual or Joint                                                $10,000
Traditional IRA                                                    $10,000
Roth IRA                                                           $10,000
Education IRA                                                      $10,000
UGMA/UTMA                                                          $10,000
403(b)                                                             $10,000

Redemptions

If you sell your shares of the  Tax-Managed  Value Fund within one year of their
purchase,  you will pay a redemption fee of XX% of the value of the shares sold.
The redemption fees help cover transaction and tax costs long-term investors may
bear when the fund realizes  capital gains as a result of selling  securities to
meet shareholder redemptions.

Redemption of shares in low-balance accounts

If your account falls below the minimum  balance we will notify you and give you
90 days to meet the minimum or, for most types of equity accounts,  to establish
an  automatic  monthly  investment.  If you do not meet the  deadline,  American
Century  will  redeem the shares in the  account  and send the  proceeds to your
address of record.


Special requirements for large redemptions

The fund has elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  the  fund to make  certain  redemptions  in  cash.  This
requirement applies when a shareholder redeems,  during any 90-day period, up to
the  lesser  of  $250,000  or 1% of the  assets of the  fund.  American  Century
reserves the right at its sole  discretion to honor these  redemptions by making
payment in whole or in part in readily marketable  securities chosen by the fund
manager (a  "redemption-in-kind").  A  redemption-in-kind  payment  can help the
fund, and the remaining shareholders, avoid tax liabilities that might otherwise
have been incurred.

If we make payment in securities, we will value the securities,  selected by the
fund,  in the same manner as we do in computing  the fund's net asset value.  We
will provide these  securities to the redeeming  plan  participant  or financial
intermediary  in  lieu of cash  without  prior  notice.  If  payment  is made in
securities,  a shareholder  may incur  brokerage or other  transaction  costs in
converting  these  securities  to  cash.  If you  receive  a  redemption-in-kind
payment,  you may contact American Century Brokerage at 1-888-345-2171 to assist
you with selling the securities you receive.

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


Investing Through Financial Intermediaries

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

o        minimum investment requirements
o        exchange policies
o        fund choices
o        cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.

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

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

American Century has contracts with certain  financial  intermediaries  in which
they represent that they will track the time investment orders are received. The
fund has authorized those  intermediaries  to accept orders on the fund's behalf
up to the time net asset value is determined.  Such orders will be priced at the
net  asset  value  next  determined  after  acceptance  of the order on a fund's
behalf.

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

12       American Century Investments                             1-800-345-2021





Share Price and Distributions

Share Price

We determine the net asset value of the fund as of the close of regular  trading
on the New York Stock Exchange  (usually 4:00 p.m. Eastern time) on each day the
Exchange is open. On days when the Exchange is not open, we do not calculate the
net asset value. The net asset value of a fund share is the current value of the
fund's investments, minus any liabilities,  divided by the number of fund shares
outstanding.

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

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

Distributions

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal income tax on amounts  distributed.  While the fund seeks to minimize
taxable distributions,  it, from time-to-time, may realize some capital gains on
the sale of investment  securities and earn dividend  income and interest.  Each
fund  generally  pays  distributions  of capital  gains,  if any, once a year in
December.  They may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.

You will begin to participate in fund  distributions the day after your purchase
is effective.  If you redeem shares, you will receive the distribution  declared
for  the day  you  redeem.  If you  redeem  all  shares,  we  will  include  the
distribution on the redeemed with your redemption proceeds.

Shareholders  must  reinvest  all  distributions.  Please  consult our  Investor
Services Guide for further information regarding distributions.


**********LEFT MARGIN CALLOUTS

The net  asset  value  of the  fund is the  price of the  fund's  shares  and is
calculated by determining  the net assets of the fund and dividing by the number
of shares outstanding.

Capital  gains is the increase in the value of a capital  asset,  such as stock,
from the time it is  purchased.  Tax becomes due on capital gains once the asset
is sold.

**********END LEFT MARGIN CALLOUTS

www.americancentury.com                     American Century Investments      13





Taxes

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

Tax-Deferred Accounts.

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

Taxable Accounts

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

Taxability of distributions

While the fund seeks to  maximize  long-term  capital  growth  while  minimizing
taxable distributions,  the fund may make distributions to its shareholders. For
example,  the fund manager may elect to sell a security  even if it results in a
taxable gain if it determines  the tax impact is  outweighed  by the  investment
risk of the security or by the availability of replacement  securities which are
of a better value after considering the tax effect of the sale.

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

<TABLE>
Type of distribution           Tax rate for 15% bracket       Tax rate for 28% bracket or above
- ---------------------------- ------------------------------ ---------------------------------------
<S>                                       <C>                                <C>
Short-term capital gains         Ordinary income rate                Ordinary income rate
Long-term capital gains                   10%                                20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares  or take them as  income.  American  Century  will send you a
detail of the tax  status of fund  distributions  for each  calendar  year in an
annual tax statement from the fund.

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

Taxes on transactions.

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares. "Short-term
capital  gains" are gains on fund  shares  held less than or equal to 12 months.
"Long-term capital gains" are gains on fund shares held for more than 12 months.
If your  shares  decrease  in value,  their sale or  exchange  will  result in a
long-term or short-term capital loss.


**********LEFT MARGIN CALLOUTS

*    Buying a Dividend

     While the fund seeks to maximize  long-term capital growth while minimizing
     taxable distributions, the fund may make distributions to its shareholders.
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes  known as "buying a dividend." In taxable  accounts,  you must
     pay income taxes on the  distribution  whether you take the distribution in
     cash or  reinvest  it.  In  addition,  you  will  have to pay  taxes on the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that the fund's portfolio may build up taxable gains throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred.

**********END LEFT MARGIN CALLOUTS


Multiple Class Information

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

American  Century offers the other classes of shares  primarily to institutional
investors,    through    institutional    distribution    channels,    such   as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance  companies.  The other classes have different fees,  expenses,  and/or
minimum  investment  requirements than the Investor Class. The difference in the
fee structures  among the classes is the result of their  separate  arrangements
for shareholder and  distribution  services and not the result of any difference
in  amounts  charged  by the  advisor  for core  investment  advisory  services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the other classes of shares not offered by this  Prospectus,  call us
at  1-800-345-3553 or contact a sales  representative or financial  intermediary
who offers those classes of shares.

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

14       American Century Investments                             1-800-345-2021







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

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

Automated Information Line
1-800-345-8765

Fax
816-340-7962

www.americancentury.com

Telecommunications Device for the Deaf
1-800-634-4113 or 816-444-3485

Institutional, Corporate, Keogh,
SEP/SARSEP, SIMPLE and 403(b) Services
1-800-345-3533

More information about the fund is contained in these documents:

Annual  and  Semiannual  Reports.  Contain  more  information  about the  fund's
investments   and  the  market   conditions  and  investment   strategies   that
significantly  affected the fund's  performance during the most recent six-month
fiscal period.

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

You can also get information about the fund (including the SAI) from the SEC.

v    In person.  Go to the SEC's Public Reference Room in Washington,  D.C. Call
     1-800-SEC-0330 for information about location and hours of operation.

v    On the internet. Go to www.sec.gov.

v    By mail. Write to Public  Reference  Section of the Securities and Exchange
     Commission,  Washington,  D.C.  20549-6009.  The SEC will  charge a fee for
     copying the documents you request.

Investment Company Act File No. 811-0816
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus


February 15, 1999
- --------------------------------------------------------------------------------

AMERICAN CENTURY

Tax-Managed Value Fund

Advisor Class

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.






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

Here's what you'll find:

o    The fund's' primary investments and risks
o    A description of who may or may not want to invest in the fund
o    Fund performance,  including returns for each year, best and worst quarters
     and average annual returns compared to the fund's' benchmarks
o    An overview of ways to best manage your accounts
o    Helpful tips and definitions of key investment terms

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

                                      Sincerely,


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






Table of Contents

An Overview of the Fund.....................................2

Fees and Expenses...........................................3

Detailed Information about the Fund.........................4

Management..................................................7

Investiing with American Century...........................10

Share Price and Distributions..............................13

Taxes......................................................14

Multiple Class Information.................................14


Fund Reference
                              Fund Code    Ticker
- ----------------------------------------------------
Tax-Managed Value Fund

**********LEFT MARGIN CALLOUTS

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

*........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS








An Overview of the Fund

What are the fund's investment goals?

The Tax-Managed Value Fund seeks long-term capital growth by investing primarily
in common  stocks while  attempting  to minimize the impact of federal  taxes on
shareholder returns.

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

The fund  manager uses a value  investment  strategy  that invests  primarily in
stocks  of  medium  to  large  companies  that  the fund  manager  believes  are
undervalued  at the time of purchase.  In selecting  stocks,  the fund looks for
companies  that are  temporarily  out of  favor  in,  or whose  value is not yet
recognized  by, the market.  The fund manager  will attempt to minimize  taxable
distributions  to fund  shareholders.  A more detailed  description  of American
Century's tax-efficient investment strategy begins on page XX.

The fund's principal risks include:

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

o Price Volatility  The value of the fund's shares may  fluctuate  significantly
                    in the short-term.

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

Who may want to invest in the fund?

The fund may be a good investment if you are 

0    seeking long-term capital growth from your investment

0    seeking lower taxable distributions than a traditional equity fund

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

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

Who may not want to invest in the fund?

The fund may not be a good investment if you are

0    investing through an IRA or other tax-advantaged retirement plan

0    seeking current income from your investment

0    investing for a short period of time

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

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

2        American Century Investments                            1-800-345-2021







Fees and Expenses

There are no sales loads or fees or other charges

0    to buy fund shares directly from American Century

0    to reinvest dividends in additional shares

0    to exchange into the  Institutional  Class shares of other American Century
     funds.

The following  tables describe the fees and expenses that you may pay if you buy
and hold shares of the fund.

Shareholder Transaction Expenses (fees paid directly from your investment):
                                           Redemption Fee (as a percentage of
                                           amount redeemed)
- ------------------------------------------ -------------------------------------
Tax-Efficient Fund
     Shares held for less than one year    [XX%]
     Shares held for at one year or more   None
- ------------------------------------------ -------------------------------------


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

<TABLE>
                          Management Fee     Distribution and          Other Expenses2   Total Annual Fund
                                             Service (12b-1) Fees1                       Operating Expenses
- ------------------------- ------------------ ------------------------- ----------------- -----------------------
<S>                       <C>                <C>                     <C>                 <C>  
Tax-Efficient Fund        0.95%              0.50%                   0.00%               1.45%
- ------------------------- ------------------ ----------------------- ------------------- -----------------------
</TABLE>

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

2    Other  expenses  include the fees and  expenses  of the fund's  independent
     directors,  its legal counsel,  interest and extraordinary expenses and are
     estimated  to be less than  0.005% of the fund's  assets  during the fund's
     first fiscal year.

Example of Hypothetical Fund Costs

The  examples in the table  below are  intended to help you compare the costs of
investing  in the  Tax-Managed  Value  Fund with  those of other  mutual  funds.
Assuming you

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

your cost of investing in the fund would be:

                                     1 Year   3 Years
- ----------------------------- -- --- -------- ----------
Tax-Managed Value Fund               $XX      $XX
- ----------------------------- -- --- -------- ----------

You would pay the  following  expenses  if you did not redeem your shares at the
end of the periods shown below:

                                     1 Year   3 Years
- ----------------------------- -- --- -------- ----------
Tax-Managed Value Fund               $XX      $XX
- ----------------------------- -- --- -------- ----------

**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

www.americancentury.com                     American Century Investments       3





Detailed Information about the Fund

What  is the fund's investment objective?

The fund seeks long-term capital growth. This is a fundamental policy and cannot
be changed without shareholder approval.

How does the fund pursue its investment objective?

The fund manager seeks to achieve its objective by investing primarily in common
stocks.  The fund  manager  will also  attempt to minimize the impact of federal
income  taxes  on  shareholder   returns  by  attempting  to  minimize   taxable
distributions to shareholders.

The fund manager uses a value  investment  strategy to look for stocks of medium
to large companies that the fund manager believes are undervalued at the time of
purchase.  Companies may be undervalued  due to market  declines,  poor economic
conditions, actual or anticipated bad news regarding the issuer or its industry,
or because  they have been  overlooked  by other  investors.  To identify  these
companies, the fund manager looks for companies with earnings, cash flows and/or
assets that may not be reflected accurately in the companies' stock prices.

To minimize  taxable  distributions,  the fund  manager  employs  the  following
tax-sensitive  techniques that may, from time to time, be inconsistent  with the
fund's objective of long-term capital growth:

0        The fund manager  seeks to minimize  realized  capital gains by keeping
         portfolio  turnover low and generally  holding its investments for long
         periods.

0        The fund manager seeks to minimize  realized capital gains when selling
         specific  stock by  analyzing  the fund's  holdings of that  company to
         determine  which  shares  were  purchased  at what price and  typically
         selling those shares bought at the highest price.

0        The fund manager may seek to minimize realized capital gains by selling
         securities  to realize  capital  losses.  Realized  capital  losses can
         offset  realized   capital  gains,   thereby   reducing  capital  gains
         distributions to the fund's shareholders.

0        The fund  manager  seeks  to  minimize  taxable  dividend  income  when
         possible by investing in stocks with lower dividend yields.

While the fund seeks to minimize taxable  distributions to shareholders,  it may
realize taxable gains and earn some dividends. For example, the fund manager may
elect to sell a security, even if it results in a taxable gain, if it determines
the tax impact of the sale is outweighed by the  investment  risk of holding the
security or by the  availability  of a replacement  security  which has a better
potential  return. In addition,  redemptions by fund shareholders  could require
the fund to sell securities, potentially resulting in capital gains. At the fund
manager's  discretion,  payment  of the  redemption  price  may,  under  certain
circumstances,  be  made  in  whole  or in  part  by a  distribution  in kind of
securities  from  the  fund,  in  lieu  of  cash.  See  "Redemptions  -  Special
Requirements  for Large  Redemptions" on page 12. Because the fund is managed to
provide high after-tax  returns,  it may not provide as high a pre-tax return as
other funds. For more  information  regarding  applicable  taxes, see "Taxes" on
page XX.

Investors who frequently redeem their shares generate  additional  transactional
costs for the fund and may cause the fund to recognize capital gains and greater
brokerage commissions which must be borne by the fund's remaining  shareholders.
To  encourage  long-term  investing,  the fund applies a XX%  redemption  fee to
shares  held for less than one year.  In  determining  the  holding  period  for
shares, the fund will use the "first-in, first-out" method. In other words, when
a  shareholder  redeems  or  exchanges  shares,  the fund will  first  redeem or
exchange those shares with the earliest  purchase date. If the  shareholder  has
held these  shares for at least one year,  the fund will not apply a  redemption
fee to the redeemed shares.  The fees will be paid directly to the fund and will
be used to help  reimburse  the fund for costs  incurred by the fund when buying
and selling securities.

4        American Century Investments                             1-800-345-2021





What kinds of securities does the fund buy?

The fund will usually purchase common stocks of U.S. and foreign companies,  but
can purchase  other types of securities,  as well,  such as domestic and foreign
preferred stocks, convertible securities,  equity equivalent securities,  notes,
bonds and other debt securities. The fund limits its purchase of debt securities
to investment-grade obligations.

What are the primary risks of investing in the fund?

o    As with all funds,  at any given time, the value of your shares of the fund
     may be worth more or less than the price you paid.  If you sell your shares
     when the value is less than the price you paid, you will lose money.
o    An  investment  in the fund is not a bank  deposit,  and is not  insured or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government agency.
o    The value of the fund's shares depends on the value of the stocks and other
     securities it owns.  The value of the  individual  securities the fund owns
     will go up and down  depending on the  performance  of the  companies  that
     issued  them,  general  market  and  economic   conditions,   and  investor
     confidence.
o    If the market does not consider the individual stocks purchased by the fund
     to be  undervalued,  the value of the fund's shares may not rise as high as
     other funds and may in fact  decline,  even if stock  prices are  generally
     increasing.
o    Market performance tends to be cyclical, and in the various cycles, certain
     investment  styles  may  fall in and out of  favor.  If the  market  is not
     favoring  the fund's  style,  the fund's gains may not be as big as, or its
     losses may be bigger than,  other equity funds using  different  investment
     styles.
o    While the fund seeks to minimize taxable distributions to shareholders, it,
     may realize  capital  gains on the sale of investment  securities  and earn
     dividend income. For example, the fund manager may elect to sell a security
     even if it results  in a taxable  gain if it  determines  the tax impact is
     outweighed by the investment risk of the security or by the availability of
     replacement  securities  which are of a better value after  considering the
     tax  effect  of the  sale.  Federal  tax  laws  require  the  fund  to make
     distributions of such gains and income to its  shareholders.  Distributions
     may be taxable as ordinary  income,  capital gains, or a combination of the
     two.

In summary,  the  Tax-Efficient  Fund is intended for  investors who are seeking
long-term capital growth on an after-tax basis through a value-style equity fund
and who are  willing  to  accept  the  risks  associated  with  that  investment
strategy.



www.americancentury.com             American Century Investments              5







Performance History

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

*********LEFT MARGIN CALLOUTS

*    Please call us at  1-800-345-2021  or visit American  Century's Web site at
     www.americancentury.com. for current performance information.

**********END LEFT MARGIN CALLOUTS


6        American Century Investments                             1-800-345-2021





Management

Who manages the fund?

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

The Board of Directors

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

The Investment Advisor

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

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

For the  services  it  provides  to the fund,  the  advisor  receives  a unified
management fee of 1.45% of the average net assets of the Advisor Class of shares
of the fund. The amount of the management fee is calculated on a  class-by-class
basis daily and paid monthly.  Out of that fee, the advisor pays all expenses of
managing and operating the fund except brokerage expenses, taxes, interest, fees
and  expenses  of  the  independent   directors  (including  counsel  fees)  and
extraordinary expenses.



www.americancentury.com                    American Century Investments       7





The Fund Management Team

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

Portfolio manager members of the investment team include:

Mark Mallon,  Senior Vice President,  Managing  Director and Portfolio  Manager,
joined American Century in April 1997. From August 1978 until he joined American
Century,  Mr. Mallon was employed in several  positions by Federated  Investors,
and had served as President and Chief Executive Officer of Federated  Investment
Counseling and Executive Vice President of Federated Research  Corporation since
January 1990.

**********LEFT MARGIN CALLOUTS

*    Code of Ethics

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

**********END LEFT MARGIN CALLOUTS

8        American Century Investments                            1-800-345-2021





Fundamental Investment Policies

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

Year 2000 Issues

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's  business,  particularly  the provision of shareholder  services,  may be
hampered.

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

www.americancentury.com                     American Century Investments       9





Investing with American Century

Eligibility for Advisor Class Shares

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

Redemptions

If you sell your shares of the  Tax-Managed  Value Fund within one year of their
purchase,  you will pay a redemption fee of XX% of the value of the shares sold.
The redemption fees help cover transaction and tax costs long-term investors may
bear when the fund realizes  capital gains as a result of selling  securities to
meet shareholder redemptions.

Investing Through Financial Intermediaries

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

o        minimum investment requirements
o        exchange policies
o        fund choices
o        cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.

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

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

American Century has contracts with certain  financial  intermediaries  in which
they represent that they will track the time investment orders are received. The
fund has authorized those  intermediaries  to accept orders on the fund's behalf
up to the time net asset value is determined.  Such orders will be priced at the
net  asset  value  next  determined  after  acceptance  of the order on a fund's
behalf.


Special requirements for large redemptions

The fund has elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  the  fund to make  certain  redemptions  in  cash.  This
requirement applies when a shareholder redeems,  during any 90-day period, up to
the  lesser  of  $250,000  or 1% of the  assets of the  fund.  American  Century
reserves the right at its sole  discretion to honor these  redemptions by making
payment in whole or in part in readily marketable  securities chosen by the fund
manager (a  "redemption-in-kind").  A  redemption-in-kind  payment  can help the
fund, and the remaining shareholders, avoid tax liabilities that might otherwise
have been incurred.

If we make payment in securities, we will value the securities,  selected by the
fund,  in the same manner as we do in computing  the fund's net asset value.  We
will provide these  securities to the redeeming  plan  participant  or financial
intermediary  in  lieu of cash  without  prior  notice.  If  payment  is made in
securities,  a shareholder  may incur  brokerage or other  transaction  costs in
converting  these  securities  to  cash.  If you  receive  a  redemption-in-kind
payment,  you may contact American Century Brokerage at 1-888-345-2171 to assist
you with selling the securities you receive.

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


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

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12       American Century Investments                            1-800-345-2021





Share Price and Distributions

Share Price

We determine the net asset value of the fund as of the close of regular  trading
on the New York Stock Exchange  (usually 4:00 p.m. Eastern time) on each day the
Exchange is open. On days when the Exchange is not open, we do not calculate the
net asset value. The net asset value of a fund share is the current value of the
fund's investments, minus any liabilities,  divided by the number of fund shares
outstanding.

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

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

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

We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.   Based  on  these   representations,   the  fund  has  authorized   such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.

Distributions

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal income tax on amounts  distributed.  While the fund seeks to minimize
taxable distributions,  it, from time-to-time, may realize some capital gains on
the sale of investment  securities and earn dividend  income and interest.  Each
fund  generally  pays  distributions  of capital  gains,  if any, once a year in
December.  They may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.

Shareholders  must  reinvest  all  distributions.  Please  consult our  Investor
Services Guide for further information regarding distributions.

**********LEFT MARGIN CALLOUTS

The net  asset  value  of the  fund is the  price of the  fund's  shares  and is
calculated by determining  the net assets of the fund and dividing by the number
of shares outstanding.

Capital  gains is the increase in the value of a capital  asset,  such as stock,
from the time it is  purchased.  Tax becomes due on capital gains once the asset
is sold.

**********END LEFT MARGIN CALLOUTS

www.americancentury.com                     American Century Investments      13





Taxes

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

Tax-Deferred Accounts.

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

Taxable Accounts

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

Taxability of distributions

While the fund seeks to  maximize  long-term  capital  growth  while  minimizing
taxable distributions,  the fund may make distributions to its shareholders. For
example,  the fund manager may elect to sell a security  even if it results in a
taxable gain if it determines  the tax impact is  outweighed  by the  investment
risk of the security or by the availability of replacement  securities which are
of a better value after considering the tax effect of the sale.

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

<TABLE>
Type of distribution            Tax rate for 15% bracket     Tax rate for 28% bracket or above
- ----------------------------- ----------------------------- -------------------------------------
<S>                                       <C>                               <C>
Short-term capital gains          Ordinary income rate              Ordinary income rate
Long-term capital gains                   10%                               20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares  or take them as  income.  American  Century  will send you a
detail of the tax  status of fund  distributions  for each  calendar  year in an
annual tax statement from the fund.

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

Taxes on transactions.

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares. "Short-term
capital  gains" are gains on fund  shares  held less than or equal to 12 months.
"Long-term capital gains" are gains on fund shares held for more than 12 months.
If your  shares  decrease  in value,  their sale or  exchange  will  result in a
long-term or short-term capital loss.


**********LEFT MARGIN CALLOUTS

*    Buying a Dividend

     While the fund seeks to maximize  long-term capital growth while minimizing
     taxable distributions, the fund may make distributions to its shareholders.
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes  known as "buying a dividend." In taxable  accounts,  you must
     pay income taxes on the  distribution  whether you take the distribution in
     cash or  reinvest  it.  In  addition,  you  will  have to pay  taxes on the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that the fund's portfolio may build up taxable gains throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred.

**********END LEFT MARGIN CALLOUTS



Multiple Class Information

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

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The fund may offer a  different  class of
shares primarily to institutional investors,  through institutional distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance  companies.  The other classes have different fees,
expenses,  and/or minimum  investment  requirements  than the Advisor Class. The
difference  in the fee  structures  among  the  classes  is the  result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the other  classes of shares not offered by
this Prospectus,  call us at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

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

Service and Distribution Fees

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

14       American Century Investments                             1-800-345-2021







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

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

Fax
816-340-4655

www.americancentury.com

Telecommunications Device for the Deaf
1-800-345-1833 or 816-444-3038

Corporate, Not-for-Profit, Keogh,
SEP-, SARSEP, SIMPLE-IRA and 403(b) Services
1-800-345-3533

More information about the fund is contained in these documents:

Annual  and  Semiannual  Reports.  Contain  more  information  about the  fund's
investments   and  the  market   conditions  and  investment   strategies   that
significantly  affected the fund's  performance during the most recent six-month
fiscal period.

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

You can also get information about the fund (including the SAI) from the SEC.

v    In person.  Go to the SEC's Public Reference Room in Washington,  D.C. Call
     1-800-SEC-0330 for information about location and hours of operation.

v    On the internet. Go to www.sec.gov.

v    By mail. Write to Public  Reference  Section of the Securities and Exchange
     Commission,  Washington,  D.C.  20549-6009.  The SEC will  charge a fee for
     copying the documents you request.

Investment Company Act File No. 811-0816
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

February 15, 1999
- --------------------------------------------------------------------------------

AMERICAN CENTURY

Tax-Managed Value Fund

INSTITUTIONAL Class

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.






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

Here's what you'll find:

o    The fund's' primary investments and risks
o    A description of who may or may not want to invest in the fund
o    Fund performance,  including returns for each year, best and worst quarters
     and average annual returns compared to the fund's' benchmarks
o    An overview of ways to best manage your accounts
o    Helpful tips and definitions of key investment terms

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

                                      Sincerely,


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








Table of Contents

An Overview of the Fund....................................2

Fees and Expenses..........................................3

Detailed Information about the Fund........................4

Management.................................................7

Investing with American Century...........................10

Share Price and Distributions.............................13

Taxes.....................................................14

Multiple Class Information ...............................14


Fund Reference
                              Fund Code    Ticker
- ----------------------------------------------------
Tax-Managed Value Fund

**********LEFT MARGIN CALLOUTS

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

*........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS








An Overview of the Fund

What are the fund's investment goals?

The Tax-Managed Value Fund seeks long-term capital growth by investing primarily
in common  stocks while  attempting  to minimize the impact of federal  taxes on
shareholder returns.

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

The fund  manager uses a value  investment  strategy  that invests  primarily in
stocks  of  medium  to  large  companies  that  the fund  manager  believes  are
undervalued  at the time of purchase.  In selecting  stocks,  the fund looks for
companies  that are  temporarily  out of  favor  in,  or whose  value is not yet
recognized  by, the market.  The fund manager  will attempt to minimize  taxable
distributions  to fund  shareholders.  A more detailed  description  of American
Century's tax-efficient investment strategy begins on page XX.

The fund's principal risks include:

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

o Price Volatility  The value of the fund's shares may  fluctuate  significantly
                    in the short-term.

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

Who may want to invest in the fund?

The fund may be a good investment if you are 

0    seeking long-term capital growth from your investment

0    seeking lower taxable distributions than a traditional equity fund

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

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

Who may not want to invest in the fund?

The fund may not be a good investment if you are

0    investing through an IRA or other tax-advantaged retirement plan

0    seeking current income from your investment

0    investing for a short period of time

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

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

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2        American Century Investments                             1-800-345-2021







Fees and Expenses

There are no sales loads or fees or other charges

0    to buy fund shares directly from American Century

0    to reinvest dividends in additional shares

0    to exchange into the  Institutional  Class shares of other American Century
     funds.

The following  tables describe the fees and expenses that you may pay if you buy
and hold shares of the fund.

Shareholder Transaction Expenses (fees paid directly from your investment):

                                           Redemption Fee (as a percentage
                                           of amount redeemed)
- ------------------------------------------ ----------------------------------
Tax-Efficient Fund
     Shares held for less than one year    [XX%]
     Shares held for at one year or more   None
- ------------------------------------------ ----------------------------------


Annual Operating Expenses (expenses that are deducted from fund assets):
<TABLE>
                          Management Fee    Distribution and Service   Other Expenses1   Total Annual Fund
                                            (12b-1) Fees                                 Operating Expenses
- ------------------------- ----------------- -------------------------- ----------------- --------------------
<S>                       <C>                                          <C>               <C>  
Tax-Efficient Fund        1.00%             None                       0.00%             1.00%
- ------------------------- ----------------- -------------------------- ----------------- --------------------
</TABLE>

1    Other  expenses  include the fees and  expenses  of the fund's  independent
     directors,  its legal counsel,  interest and extraordinary expenses and are
     estimated  to be less than  0.005% of the fund's  assets  during the fund's
     first fiscal year.

Example of Hypothetical Fund Costs

The  examples in the table  below are  intended to help you compare the costs of
investing  in the  Tax-Managed  Value  Fund with  those of other  mutual  funds.
Assuming you

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

your cost of investing in the fund would be:
                                      1 Year   3 Years
- ------------------------------ -- --- -------- ------------
Tax-Managed Value Fund                $XX      $XX
- ------------------------------ -- --- -------- ------------

You would pay the  following  expenses  if you did not redeem your shares at the
end of the periods shown below:

                                      1 Year   3 Years
- ------------------------------ -- --- -------- ------------
Tax-Managed Value Fund                $XX      $XX
- ------------------------------ -- --- -------- ------------

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

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www.americancentury.com                     American Century Investments       3





Detailed Information about the Fund

What  is the fund's investment objective?

The fund seeks long-term capital growth. This is a fundamental policy and cannot
be changed without shareholder approval.

How does the fund pursue its investment objective?

The fund manager seeks to achieve its objective by investing primarily in common
stocks.  The fund  manager  will also  attempt to minimize the impact of federal
income  taxes  on  shareholder   returns  by  attempting  to  minimize   taxable
distributions to shareholders.

The fund manager uses a value  investment  strategy to look for stocks of medium
to large companies that the fund manager believes are undervalued at the time of
purchase.  Companies may be undervalued  due to market  declines,  poor economic
conditions, actual or anticipated bad news regarding the issuer or its industry,
or because  they have been  overlooked  by other  investors.  To identify  these
companies, the fund manager looks for companies with earnings, cash flows and/or
assets that may not be reflected accurately in the companies' stock prices.

To minimize  taxable  distributions,  the fund  manager  employs  the  following
tax-sensitive  techniques that may, from time to time, be inconsistent  with the
fund's objective of long-term capital growth:

0        The fund manager  seeks to minimize  realized  capital gains by keeping
         portfolio  turnover low and generally  holding its investments for long
         periods.

0        The fund manager seeks to minimize  realized capital gains when selling
         the shares of a specific  company by analyzing  the fund's  holdings of
         that company to determine which shares were purchased at what price and
         typically selling those shares bought at the highest price.

0        The fund manager may seek to minimize realized capital gains by selling
         securities  to realize  capital  losses.  Realized  capital  losses can
         offset  realized   capital  gains,   thereby   reducing  capital  gains
         distributions to the fund's shareholders.

0        The fund  manager  seeks  to  minimize  taxable  dividend  income  when
         possible by investing in stocks with lower dividend yields.

While the fund seeks to minimize taxable  distributions to shareholders,  it may
realize taxable gains and earn some dividends. For example, the fund manager may
elect to sell a security, even if it results in a taxable gain, if it determines
the tax impact of the sale is outweighed by the  investment  risk of holding the
security or by the  availability  of a replacement  security  which has a better
potential  return. In addition,  redemptions by fund shareholders  could require
the fund to sell securities, potentially resulting in capital gains. At the fund
manager's  discretion,  payment  of the  redemption  price  may,  under  certain
circumstances,  be  made  in  whole  or in  part  by a  distribution  in kind of
securities  from  the  fund,  in  lieu  of  cash.  See  "Redemptions  -  Special
Requirements  for Large  Redemptions" on page 12. Because the fund is managed to
provide high after-tax  returns,  it may not provide as high a pre-tax return as
other funds. For more  information  regarding  applicable  taxes, see "Taxes" on
page XX.

Investors who frequently redeem their shares generate  additional  transactional
costs for the fund and may cause the fund to recognize capital gains and greater
brokerage commissions which must be borne by the fund's remaining  shareholders.
To  encourage  long-term  investing,  the fund applies a XX%  redemption  fee to
shares  held for less than one year.  In  determining  the  holding  period  for
shares, the fund will use the "first-in, first-out" method. In other words, when
a  shareholder  redeems  or  exchanges  shares,  the fund will  first  redeem or
exchange those shares with the earliest  purchase date. If the  shareholder  has
held these  shares for at least one year,  the fund will not apply a  redemption
fee to the redeemed shares.  The fees will be paid directly to the fund and will
be used to help  reimburse  the fund for costs  incurred by the fund when buying
and selling securities.

4        American Century Investments                             1-800-345-2021





What kinds of securities does the fund buy?

The fund will usually purchase common stocks of U.S. and foreign companies,  but
can purchase  other types of securities,  as well,  such as domestic and foreign
preferred stocks, convertible securities,  equity equivalent securities,  notes,
bonds and other debt securities. The fund limits its purchase of debt securities
to investment-grade obligations.

What are the primary risks of investing in the fund?

o    As with all funds,  at any given time, the value of your shares of the fund
     may be worth more or less than the price you paid.  If you sell your shares
     when the value is less than the price you paid, you will lose money.
o    An  investment  in the fund is not a bank  deposit,  and is not  insured or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government agency.
o    The value of the fund's shares depends on the value of the stocks and other
     securities it owns.  The value of the  individual  securities the fund owns
     will go up and down  depending on the  performance  of the  companies  that
     issued  them,  general  market  and  economic   conditions,   and  investor
     confidence.
o    If the market does not consider the individual stocks purchased by the fund
     to be  undervalued,  the value of the fund's shares may not rise as high as
     other funds and may in fact  decline,  even if stock  prices are  generally
     increasing.
o    Market performance tends to be cyclical, and in the various cycles, certain
     investment  styles  may  fall in and out of  favor.  If the  market  is not
     favoring  the fund's  style,  the fund's gains may not be as big as, or its
     losses may be bigger than,  other equity funds using  different  investment
     styles.
o    While the fund seeks to minimize taxable distributions to shareholders, it,
     may realize  capital  gains on the sale of investment  securities  and earn
     dividend income. For example, the fund manager may elect to sell a security
     even if it results  in a taxable  gain if it  determines  the tax impact is
     outweighed by the investment risk of the security or by the availability of
     replacement  securities  which are of a better value after  considering the
     tax  effect  of the  sale.  Federal  tax  laws  require  the  fund  to make
     distributions of such gains and income to its  shareholders.  Distributions
     may be taxable as ordinary  income,  capital gains, or a combination of the
     two.

In summary,  the  Tax-Efficient  Fund is intended for  investors who are seeking
long-term capital growth on an after-tax basis through a value-style equity fund
and who are  willing  to  accept  the  risks  associated  with  that  investment
strategy.



www.americancentury.com             American Century Investments          5







Performance History

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

**********LEFT MARGIN CALLOUTS

*    Please call us at  1-800-345-2021  or visit American  Century's Web site at
     www.americancentury.com. for current performance information.

**********END LEFT MARGIN CALLOUTS


6        American Century Investments                            1-800-345-2021





Management

Who manages the fund?

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

The Board of Directors

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

The Investment Advisor

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

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

For the  services  it  provides  to the fund,  the  advisor  receives  a unified
management fee of 1.00% of the average net assets of the Institutional  Class of
shares  of the  fund.  The  amount  of the  management  fee is  calculated  on a
class-by-class  basis daily and paid monthly.  Out of that fee, the advisor pays
all  expenses of managing  and  operating  the fund except  brokerage  expenses,
taxes,  interest,  fees and  expenses of the  independent  directors  (including
counsel fees) and extraordinary expenses.



www.americancentury.com                     American Century Investments       7





The Fund Management Team

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

Portfolio manager members of the investment team include:

Mark Mallon,  Senior Vice President,  Managing  Director and Portfolio  Manager,
joined American Century in April 1997. From August 1978 until he joined American
Century,  Mr. Mallon was employed in several  positions by Federated  Investors,
and had served as President and Chief Executive Officer of Federated  Investment
Counseling and Executive Vice President of Federated Research  Corporation since
January 1990.

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*    Code of Ethics

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

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8        American Century Investments                           1-800-345-2021





Fundamental Investment Policies

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

Year 2000 Issues

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's  business,  particularly  the provision of shareholder  services,  may be
hampered.

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

www.americancentury.com                     American Century Investments       9





Investing with American Century

Eligibility for Institutional Class Shares

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

Minimum Initial Investment Amounts

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

Redemption of shares in below-minimum accounts

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

Services Automatically Available to You

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

Conducting Business in Writing

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

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                                <C>                                           <C>  
By telephone                       Open an account                                Make additional investments  
Institutional Services             If you are a current investor, you             Call us if you have authorized us to invest
1-800-345-3533                     can open an account by exchanging              from your bank account.
7 a.m. to 7 p.m. Central time      shares from another American Century
                                   account. (This service is not                  Sell shares
                                   available if you have chosen to do             Call an Institutional Service Representative.
                                   business in writing only.)

                                   Exchange shares
                                   Call us if you have  authorized  us to accept
                                   telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments 
PO Box 419385                      Send a signed and completed                    Send us your check or money order for at 
Kansas City,  MO 64141-6385        application and check or money order           least $50 with an investment slip or $250
                                   payable to American Century                    without an investment slip. If you don't have
Fax 816-340-4655                   Investments.                                   an investment slip, include your name,
                                                                                  address and account number on your check or
                                   Exchange shares                                money order.
                                   Send us written instructions to
                                   exchange your shares from one                  Sell shares
                                   American Century account to another.           Send us written instructions to sell shares 
                                                                                  or send us a redemption form. Call an 
                                                                                  Institutional Service Representative to request a
                                                                                  form.






A Note About Mailings to Shareholders

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

Your Guide to Services and Policies

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

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
By wire                          Open an account                                  Make additional investments
                                 Call us to set up your account or mail           Follow the wire instructions provided in the
                                 a completed application to the address           "Open an account" section
                                 provided in the "By Mail" section and
                                 give your bank:                                  Sell shares
                                 o        Our bank information:                   You can receive redemption proceeds by
                                      *   Commerce Bank N.A.                      wire or electronic transfer.  (This
                                      *   Routing No. 101000019                   service is not available if you have
                                      *   ACMF Account No. 2804918                chosen to do business in writing only.)
                                 o        The fund name
                                 o        Your American Century account number
                                 o        Your name
                                 o        The contribution year (for IRAs only)
                                                                                  Exchange shares
                                                                                  Not available.
- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   Select "Establish Automatic Investments" on
                                                                                  your application to make automatic purchases
                                 Sell shares                                      of shares on a regular basis. You must invest
                                 If you have at least $10,000 in your             at least $600 per year per account.
                                 account, sell shares automatically by
                                 establishing Check-A-Month or Automatic          Exchange shares
                                 Redemption.                                      Send us written instructions to set up an
                                                                                  automatic exchange of your shares from one
                                                                                  American Century account to another.
</TABLE>

Redemptions

If you sell your shares of the  Tax-Managed  Value Fund within one year of their
purchase,  you will pay a redemption fee of XX% of the value of the shares sold.
The redemption fees help cover transaction and tax costs long-term investors may
bear when the fund realizes  capital gains as a result of selling  securities to
meet shareholder redemptions.

Investing Through Financial Intermediaries

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

o        minimum investment requirements
o        exchange policies
o        fund choices
o        cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its  policies.  Copies of the fund's annual  report,  semiannual
report  and  Statement  of  Additional   Information  are  available  from  your
intermediary or plan sponsor.

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

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

American Century has contracts with certain  financial  intermediaries  in which
they represent that they will track the time investment orders are received. The
fund has authorized those  intermediaries  to accept orders on the fund's behalf
up to the time net asset value is determined.  Such orders will be priced at the
net  asset  value  next  determined  after  acceptance  of the order on a fund's
behalf.

Special requirements for large redemptions

The fund has elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  the  fund to make  certain  redemptions  in  cash.  This
requirement applies when a shareholder redeems,  during any 90-day period, up to
the  lesser  of  $250,000  or 1% of the  assets of the  fund.  American  Century
reserves the right at its sole  discretion to honor these  redemptions by making
payment in whole or in part in readily marketable  securities chosen by the fund
manager (a  "redemption-in-kind").  A  redemption-in-kind  payment  can help the
fund, and the remaining shareholders, avoid tax liabilities that might otherwise
have been incurred.

If we make payment in securities, we will value the securities,  selected by the
fund,  in the same manner as we do in computing  the fund's net asset value.  We
will provide these  securities to the redeeming  plan  participant  or financial
intermediary  in  lieu of cash  without  prior  notice.  If  payment  is made in
securities,  a shareholder  may incur  brokerage or other  transaction  costs in
converting  these  securities  to  cash.  If you  receive  a  redemption-in-kind
payment,  you may contact American Century Brokerage at 1-888-345-2171 to assist
you with selling the securities you receive.

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


**********LEFT MARGIN CALLOUTS

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

**********END LEFT MARGIN CALLOUTS

12       American Century Investments                           1-800-345-2021





Share Price and Distributions

Share Price

We determine the net asset value of the fund as of the close of regular  trading
on the New York Stock Exchange  (usually 4:00 p.m. Eastern time) on each day the
Exchange is open. On days when the Exchange is not open, we do not calculate the
net asset value. The net asset value of a fund share is the current value of the
fund's investments, minus any liabilities,  divided by the number of fund shares
outstanding.

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

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

If you  invest  in fund  shares  through  a bank,  financial  advisor  or  other
financial intermediary,  it is the responsibility of your financial intermediary
to transmit  your  purchase,  exchange  and  redemption  requests to the fund's'
transfer agent prior to the applicable  cut-off time for receiving orders and to
make  payment  for any  purchase  transaction  in  accordance  with the  fund's'
procedures  or any  contractual  arrangements  with  the  fund  or  the  fund's'
distributor in order for you to receive that day's price.

We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.  Based  on  these   representations,   the  funds  have  authorized  such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds behalf up to the applicable  cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds net asset  value  next  determined
after acceptance on the funds behalf by such intermediary.

Distributions

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal income tax on amounts  distributed.  While the fund seeks to minimize
taxable distributions,  it, from time-to-time, may realize some capital gains on
the sale of investment  securities and earn dividend  income and interest.  Each
fund  generally  pays  distributions  of capital  gains,  if any, once a year in
December.  They may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.

Shareholders  must  reinvest  all  distributions.  Please  consult our  Investor
Services Guide for further information regarding distributions.


**********LEFT MARGIN CALLOUTS

The net  asset  value  of the  fund is the  price of the  fund's  shares  and is
calculated by determining  the net assets of the fund and dividing by the number
of shares outstanding.

Capital  gains is the increase in the value of a capital  asset,  such as stock,
from the time it is  purchased.  Tax becomes due on capital gains once the asset
is sold.

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www.americancentury.com                        rican Century Investments      13





Taxes

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

Tax-Deferred Accounts.

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

Taxable Accounts

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

Taxability of distributions

While the fund seeks to  maximize  long-term  capital  growth  while  minimizing
taxable distributions,  the fund may make distributions to its shareholders. For
example,  the fund manager may elect to sell a security  even if it results in a
taxable gain if it determines  the tax impact is  outweighed  by the  investment
risk of the security or by the availability of replacement  securities which are
of a better value after considering the tax effect of the sale.

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

<TABLE>
Type of distribution          Tax rate for 15% bracket    Tax rate for 28% bracket or
                                                                     above
- ----------------------------- -------------------------- ------------------------------
<S>                                      <C>                          <C>
Short-term capital gains        Ordinary income rate         Ordinary income rate
Long-term capital gains                  10%                          20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares  or take them as  income.  American  Century  will send you a
detail of the tax  status of fund  distributions  for each  calendar  year in an
annual tax statement from the fund.

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

Taxes on transactions.

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares. "Short-term
capital  gains" are gains on fund  shares  held less than or equal to 12 months.
"Long-term capital gains" are gains on fund shares held for more than 12 months.
If your  shares  decrease  in value,  their sale or  exchange  will  result in a
long-term or short-term capital loss.


**********LEFT MARGIN CALLOUTS

*    Buying a Dividend

     While the fund seeks to maximize  long-term capital growth while minimizing
     taxable distributions, the fund may make distributions to its shareholders.
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes  known as "buying a dividend." In taxable  accounts,  you must
     pay income taxes on the  distribution  whether you take the distribution in
     cash or  reinvest  it.  In  addition,  you  will  have to pay  taxes on the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that the fund's portfolio may build up taxable gains throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred.

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Multiple Class Information

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

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The fund may offer a  different  class of
shares primarily to institutional investors,  through institutional distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance  companies.  The other classes have different fees,
expenses,  and/or minimum investment  requirements than the Institutional Class.
The  difference in the fee  structures  among the classes is the result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the other  classes of shares not offered by
this Prospectus,  call us at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

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



14       American Century Investments                             1-800-345-2021






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

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

Fax
816-340-4655

www.americancentury.com

Telecommunications Device for the Deaf
1-800-345-1833 or 816-444-3038

Corporate, Not-for-Profit, Keogh,
SEP-, SARSEP, SIMPLE-IRA and 403(b) Services
1-800-345-3533

More information about the fund is contained in these documents:

Annual  and  Semiannual  Reports.  Contain  more  information  about the  fund's
investments   and  the  market   conditions  and  investment   strategies   that
significantly  affected the fund's  performance during the most recent six-month
fiscal period.

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

You can also get information about the fund (including the SAI) from the SEC.

v    In person.  Go to the SEC's Public Reference Room in Washington,  D.C. Call
     1-800-SEC-0330 for information about location and hours of operation.

v    On the internet. Go to www.sec.gov.

v    By mail. Write to Public  Reference  Section of the Securities and Exchange
     Commission,  Washington,  D.C.  20549-6009.  The SEC will  charge a fee for
     copying the documents you request.

Investment Company Act File No. 811-0816
<PAGE>
PART C.   OTHER INFORMATION.

ITEM 23.  Exhibits  (all  exhibits  not filed  herewith  are being  incorporated
          herein by reference)                                                  
          

     (a)  (1)  Articles of Incorporation of Twentieth Century  Investors,  Inc.,
               dated  July  2,  1990  (filed  electronically  as an  Exhibit  to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (2)  Articles of Amendment of Twentieth Century Investors, Inc., dated
               November  20,  1990  (filed   electronically  as  an  Exhibit  to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (3)  Articles  of Merger  of  Twentieth  Century  Investors,  Inc.,  a
               Maryland  corporation and Twentieth  Century  Investors,  Inc., a
               Delaware   corporation,    dated   February   22,   1991   (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 73
               on Form N-1A on February 29, 1996).

          (4)  Articles of Amendment of Twentieth Century Investors, Inc., dated
               August  11,   1993  (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (5)  Articles  Supplementary  of Twentieth  Century  Investors,  Inc.,
               dated  September 3, 1993 (filed  electronically  as an Exhibit to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (6)  Articles  Supplementary  of Twentieth  Century  Investors,  Inc.,
               dated  April 28,  1995  (filed  electronically  as an  Exhibit to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (7)  Articles  Supplementary  of Twentieth  Century  Investors,  Inc.,
               dated  November 17, 1995 (filed  electronically  as an Exhibit to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (8)  Articles  Supplementary  of Twentieth  Century  Investors,  Inc.,
               dated  January 30, 1996  (filed  electronically  as an Exhibit to
               Post-Effective  Amendment  No.  73 on Form N-1A on  February  29,
               1996).

          (9)  Articles  Supplementary  of Twentieth  Century  Investors,  Inc.,
               dated  March 11,  1996  (filed  electronically  as an  Exhibit to
               Post-Effective Amendment No. 75 on Form N-1A on June 14, 1996).

          (10) Articles of Amendment of Twentieth Century Investors, Inc., dated
               December  2,  1996  (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment  No.  76 on Form N-1A on  February  28,
               1997).

          (11) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated  December  2, 1996 (filed  electronically  as an Exhibit to
               Post-Effective  Amendment  No.  76 on Form N-1A on  February  28,
               1997).

          (12) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated  July 28,  1997  (filed  electronically  as an  Exhibit  to
               Post-Effective  Amendment  No.  78 on Form N-1A on  February  26,
               1998).

          (13) Articles  Supplementary of American  Century Mutual Funds,  Inc.,
               dated  December 18, 1997 (filed  electronically  as an Exhibit to
               Post-Effective  Amendment  No.  78 on Form N-1A on  February  26,
               1998).

          (14) Articles Supplementary of American Century Mutual Funds, Inc., to
               be filed by amendment.

     (b)  (1)  By-laws   of   Twentieth   Century    Investors,    Inc.   (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 73
               on Form N-1A on February 29, 1996).

          (2)  Amendment to Bylaws of American Century Mutual Funds, Inc. (filed
               electronically as an Exhibit to Post-Effective Amendment No. 9 on
               Form N-1A of American Century Capital Portfolios,  Inc., File No.
               33-64872, on February 17, 1998).

     (c)  Not applicable.

     (d)  (1)  Management  Agreement between American Century Mutual Funds, Inc.
               and American Century Investment Management,  Inc. dated August 1,
               1997  (filed  electronically  as  an  Exhibit  to  Post-Effective
               Amendment No. 78 on Form N-1A on February 26, 1998).

          (2)  Addendum to Management  Agreement between American Century Mutual
               Funds, Inc. and American Century Investment  Management,  Inc. to
               be filed by amendment.

     (e)  (1)  Distribution  Agreement  between  American  Century Mutual Funds,
               Inc. and Funds  Distributor,  Inc.  dated January 15, 1998 (filed
               electronically as an Exhibit to Post-Effectivement  Amendment No.
               28 on Form N-1A of  American  Century  Target  Maturities  Trust,
               File No. 2-94608, on January 30, 1998).

          (2)  Amendment No. 1 to the  Distribution  Agreement  between American
               Century Mutual Funds, Inc. and Funds Distributor, Inc. dated June
               1, 1998  (filed  electronically  as an Exhibit to  Post-Effective
               Amendment  No.  11 to  the  Registration  Statement  of  American
               Century Capital Portfolios,  Inc., File No. 33-64872, on June 26,
               1998).

          (3)  Amendment No. 2 to the  Distribution  Agreement  between American
               Century  Mutual Funds,  Inc. and Funds  Distributor,  Inc.  dated
               December  1,  1998  (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment No. 12 to the Registration Statement of
               American Century World Mutual Funds, Inc., File No. 33-39242,  on
               November 13, 1998).

          (4)  Amendment No. 3 to the  Distribution  Agreement  between American
               Century  Mutual Funds,  Inc. and Funds  Distributor,  Inc.  dated
               January  29,  1999  (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment No. 13 to the Registration Statement of
               American Century Capital Portfolios,  Inc., File No. 33-64872, on
               November 25, 1998).

          (5)  Amendment No. 4 to the  Distribution  Agreement  between American
               Century  Mutual  Funds,  Inc. and Funds  Distributor,  Inc. to be
               filed by amendment.

     (f)  Not Applicable.

     (g)  (1)  Global Custody Agreement between The Chase Manhattan Bank and the
               Twentieth Century and  Benham funds,  dated August 9, 1996 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 31
               on Form N-1A of American Century  Government  Income Trust,  File
               No. 2-99222, on February 7, 1997).

          (2)  Master  Agreement  between  Commerce  Bank,  N.A.  and  Twentieth
               Century   Services,   Inc.   dated   January   22,   1997  (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 76
               on Form N-1A on February 28, 1997).

     (h)  Transfer Agency Agreement between Twentieth  Century  Investors,  Inc.
          and  Twentieth  Century  Services,  Inc.  dated  March 1, 1991  (filed
          electronically  as an Exhibit to  Post-Effective  Amendment  No. 76 on
          Form N-1A on February 28, 1997).

     (i)  Opinion and Consent of Counsel (filed  electronically as an Exhibit to
          Post-Effective Amendment No. 79 on Form N-1A on November 30, 1998).

     (j)  (1)  Consent of Deloitte & Touche LLP to be filed by amendment.

          (2)  Consent of Baird, Kurtz & Dobson to be filed by amendment.

          (3)  Power of Attorney dated July 25, 1998 (filed electronically as an
               Exhibit  to  Post-Effective  Amendment  No.  79 on  Form  N-1A on
               November 30, 1998).

     (k)  Not applicable.

     (l)  Not applicable.

     (m)  (1)  Master  Distribution  and Shareholder  Services Plan of Twentieth
               Century Capital  Portfolios,  Inc.,  Twentieth Century Investors,
               Inc.,  Twentieth  Century Strategic Asset  Allocations,  Inc. and
               Twentieth  Century World  Investors,  Inc.  (Advisor Class) dated
               September  3,  1996  (filed   electronically  as  an  Exhibit  to
               Post-Effective  Amendment No. 9 on Form N-1A of American  Century
               Capital  Portfolios,  Inc.,  File No.  33-64872,  on February 17,
               1998).

          (2)  Amendment No. 1 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc.  and  American  Century  World  Mutual  Funds,
               Inc.(Advisor Class) dated June 13, 1997 (filed  electronically as
               an exhibit  to  Post-Effective  Amendment  No. 77 on Form N-1A on
               July 17, 1997).

          (3)  Amendment No. 2 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor Class) dated September 30, 1997 (filed electronically as
               an Exhibit  to  Post-Effective  Amendment  No. 78 on Form N-1A on
               February 26, 1998).

          (4)  Amendment No. 3 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor Class) dated June 30, 1998 (filed  electronically  as an
               Exhibit  to  Post-Effective  Amendment  No.  11 on  Form  N-1A of
               American Century Capital Portfolios,  Inc., File No. 33-64872, on
               June 26, 1998).

          (5)  Amendment No. 4 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor Class) dated November 13, 1998 (filed electronically  as
               an Exhibit  to  Post-Effective  Amendment  No. 12 on Form N-1A of
               American Century World Mutual Funds, Inc., File No. 33-39242,  on
               November 13, 1998).

          (6)  Amendment No. 5 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor Class) to be filed by amendment.

          (7)  Shareholder   Services   Plan  of   Twentieth   Century   Capital
               Portfolios,  Inc.,  Twentieth Century Investors,  Inc., Twentieth
               Century Strategic Asset  Allocations,  Inc. and Twentieth Century
               World  Investors,  Inc.  (Service  Class) dated September 3, 1996
               (filed  electronically as an Exhibit to Post-Effective  Amendment
               No. 9 on Form N-1A of American Century Capital Portfolios,  Inc.,
               File No. 33-64872, on February 17, 1998).

     (n)  Financial Data Schedule for Tax-Managed Value Fund is included herein.

     (o)  (1)  Multiple  Class Plan of  Twentieth  Century  Capital  Portfolios,
               Inc.,  Twentieth  Century  Investors,   Inc.,  Twentieth  Century
               Strategic  Asset  Allocations,  Inc. and Twentieth  Century World
               Investors,  Inc. dated September 3, 1996 (filed electronically as
               an Exhibit to Post-Effective Amendment 9 on Form N-1A of American
               Century Capital Portfolios,  Inc., File No. 33-64872, on February
               17, 1998).

          (2)  Amendment  No.  1 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World  Mutual  Funds,  Inc.  dated June 13,  1997 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 77
               on Form N-1A on July 17, 1997).

          (3)  Amendment  No.  2 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc. dated September 30, 1997 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 78
               on Form N-1A on February 26, 1998).

          (4)  Amendment  No.  3 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World  Mutual  Funds,  Inc.  dated June 30,  1998 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 11
               on Form N-1A of American Century Capital  Portfolios,  Inc., File
               No. 33-64872, on June 26, 1998).

          (5)  Amendment  No.  4 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc.  dated November 13, 1998 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 12
               on Form N-1A of American  Century World Mutual Funds,  Inc., File
               No. 33-39242, on November 13, 1998).

          (6)  Amendment  No.  5 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World Mutual Funds,  Inc.  dated January 29, 1999 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 13
               on Form N-1A of American Century Capital  Portfolios,  Inc., File
               No. 33-64872, on November 25, 1998).

          (7)  Amendment  No.  6 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds, Inc. to be filed by amendment.

ITEM 24. Persons  Controlled  by or Under Common  Control with  Registrant. 

     Not Applicable.

ITEM 25. Indemnification.

     The  Corporation  is a Maryland  corporation.  Section 2-418 of the General
     Corporation Law of Maryland allows a Maryland  corporation to indemnify its
     directors,  officers,  employees and agents to the extent  provided in such
     statute.

     Article   Eighth   of  the   Articles   of   Incorporation   requires   the
     indemnification  of the corporation's  directors and officers to the extent
     permitted  by the  General  Corporation  Law of  Maryland,  the  Investment
     Company Act and all other applicable laws.

     The registrant has purchased an insurance  policy insuring its officers and
     directors against certain liabilities which such officers and directors may
     incur while acting in such  capacities and providing  reimbursement  to the
     registrant  for sums which it may be  permitted  or  required to pay to its
     officers and directors by way of indemnification  against such liabilities,
     subject  in  either   case  to   clauses   respecting   deductibility   and
     participation.

ITEM 26. Business and Other Connections of Investment Advisor.

     American Century Investment  Management,  Inc., the investment  advisor, is
     engaged in the business of managing  investments for registered  investment
     companies, deferred compensation plans and other institutional investors.

ITEM 27. Principal Underwriters.

(a)  Funds Distributor,  Inc. (the "Distributor") acts as principal  underwriter
     for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick-Cendant Investment Trust
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

     The Distributor is registered  with the Securities and Exchange  Commission
as a  broker-dealer  and is a member of the National  Association  of Securities
Dealers.  The  Distributor  is located at 60 State Street,  Suite 1300,  Boston,
Massachusetts 02109. The Distributor is an indirect  wholly-owned  subsidiary of
Boston  Institutional  Group,  Inc., a holding company all of whose  outstanding
shares are owned by key employees.

(b) The following is a list of the executive officers, directors and partners of
the Distributor:

<TABLE>
<CAPTION>
Name and Principal Business Address*  Positions and Offices with          Positions and Offices with
                                      Underwriter                         Registrant

<S>                                  <C>                                 <C>
Marie E. Connolly                     Director, President and Chief       none
                                      Executive Officer

George A. Rio                         Executive Vice President            President, Principal Executive
                                                                          and Principal Financial Officer

Donald R. Roberson                    Executive Vice President            none

William S. Nichols                    Executive Vice President            none

Margaret W. Chambers                  Senior Vice President, General      None
                                      Counsel, Chief Compliance
                                      Officer, Secretary and Clerk
Michael S. Petrucelli                 Senior Vice President               None

Joseph F. Tower, III                  Director, Senior Vice President,    None
                                      Treasurer and Chief Financial
                                      Officer

Paula R. David                        Senior Vice President               None

Allen B. Closser                      Senior Vice President               None

Bernard A. Whalen                     Senior Vice President               None

William J. Nutt                       Chairman and Director               None
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

(c)  Not applicable.

ITEM 28. Location of Accounts and Records.

     All  accounts,  books and other  documents  required  to be  maintained  by
     Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in
     the possession of American  Century Mutual Funds,  Inc.,  American  Century
     Services Corporation and American Century Investment Management,  Inc., all
     located at American Century Tower, 4500 Main Street, Kansas City, Missouri
     64111.

ITEM 29. Management Services

     Not Applicable.

ITEM 30. Undertakings.
    
     Not Applicable.
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this  Post-Effective  Amendment  No.  80 to be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Kansas City,  State of
Missouri on the 1st day of December, 1998.

                                      American Century Mutual Funds, Inc.
                                      (Registrant)

                                      By: /s/Charles A. Etherington
                                          Charles A. Etherington, 
                                          Assistant Vice President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 80 has been signed below by the following  persons
in the capacities and on the dates indicated.

Signature                   Title                              Date

*George A. Rio              President, Principal Executive     December 1, 1998
George A. Rio               and Principal Financial Officer

*Maryanne Roepke            Vice President and Treasurer       December 1, 1998
Maryanne Roepke

*James E. Stowers, Jr.      Chairman of the Board and          December 1, 1998
James E. Stowers, Jr.       Director                                            
                            
*James E. Stowers III       Director                           December 1, 1998
James E. Stowers III        

*Thomas A. Brown            Director                           December 1, 1998
Thomas A. Brown

*Robert W. Doering, M.D.    Director                           December 1, 1998
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D.      Director                           December 1, 1998
Andrea C. Hall, Ph.D.

*Donald H. Pratt            Director                           December 1, 1998
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                           December 1, 1998
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                           December 1, 1998
M. Jeannine Strandjord

*D. D. (Del) Hock           Director                           December 1, 1998
D. D. (Del) Hock

*By /s/Charles A. Etherington
    Charles A. Etherington
    Attorney-in-Fact

                                  EXHIBIT INDEX


EXHIBIT      DESCRIPTION OF DOCUMENT
NUMBER

EX-99.a1     Articles of Incorporation  of Twentieth  Century  Investors,  Inc.,
             dated July 2, 1990 (filed as a part of Post-Effective Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a2     Articles of Amendment of Twentieth Century  Investors,  Inc., dated
             November 20, 1990 (filed as a part of Post-Effective  Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a3     Articles of Merger of Twentieth Century Investors, Inc., a Maryland
             corporation  and  Twentieth  Century  Investors,  Inc.,  a Delaware
             corporation,   dated   February  22,  1991  (filed  as  a  part  of
             Post-Effective  Amendment No. 73 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             29, 1996, and incorporated herein by reference).

EX-99.a4     Articles of Amendment of Twentieth Century  Investors,  Inc., dated
             August 11, 1993 (filed as a part of Post-Effective Amendment No. 73
             to the Registration Statement on Form N-1A of the Registrant,  File
             No. 2-14213, filed on February 29, 1996, and incorporated herein by
             reference).

EX-99.a5     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             September 3, 1993 (filed as a part of Post-Effective  Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a6     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             April 28, 1995 (filed as a part of Post-Effective  Amendment No. 73
             to the Registration Statement on Form N-1A of the Registrant,  File
             No. 2-14213, filed on February 29, 1996, and incorporated herein by
             reference).

EX-99.a7     Articles  Supplementary  of  Twentieth  Century  Investors,   dated
             November 17, 1995 (filed as a part of Post-Effective  Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a8     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             January 30, 1996 (filed as a part of  Post-Effective  Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  29, 1996,  and  incorporated
             herein by reference).

EX-99.a9     Articles Supplementary of Twentieth Century Investors,  Inc., dated
             March 11, 1996 (filed as a part of Post-Effective  Amendment No. 75
             to the Registration Statement on Form N-1A of the Registrant,  File
             No.  2-14213,  filed on June 14, 1996, and  incorporated  herein by
             reference).

EX-99.a10    Articles of Amendment of Twentieth  Century  Investors,  Inc. dated
             December 2, 1996 (filed as a part of  Post-Effective  Amendment No.
             76 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  28, 1997,  and  incorporated
             herein by reference).

EX-99.a11    Articles Supplementary of American Century Mutual Funds, Inc. dated
             December 2, 1996 (filed as a part of  Post-Effective  Amendment No.
             76 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  filed on February  28, 1997,  and  incorporated
             herein by reference).

EX-99.a12    Articles Supplementary of American Century Mutual Funds, Inc. dated
             July 28, 1997 (filed as a part of  Post-Effective  Amendment No. 78
             to the Registration Statement on Form N-1A of the Registrant,  File
             No. 2-14213, filed on February 26, 1998, and incorporated herein by
             reference).

EX-99.a13    Articles Supplementary of American Century Mutual Funds, Inc. dated
             December 18, 1997 (filed as a part of Post-Effective  Amendment No.
             78 to the  Registration  Statement on Form N-1A of the  Registrant,
             File No.  2-14213,  (filed on February 26, 1998,  and  incorporated
             herein by reference).

EX-99.a14    Articles Supplementary of American Century Mutual Funds, Inc. to be
             filed by amendment.

EX-99.b1     Bylaws of Twentieth  Century  Investors,  Inc.  (filed as a part of
             Post-Effective  Amendment No. 73 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             29, 1996, and incorporated herein by reference).

EX-99.b2     Amendment of Bylaws of American  Century Mutual Funds,  Inc. (filed
             as a part of  Post-Effective  Amendment  No. 9 to the  Registration
             Statement  on Form N-1A of  American  Century  Capital  Portfolios,
             Inc.,  File  No.   33-64872,   filed  on  February  17,  1998,  and
             incorporated herein by reference).

EX-99.d1     Management  Agreement  between American Century Mutual Funds,  Inc.
             and American Century  Investment  Management,  Inc. dated August 1,
             1997 (filed  as a part of  Post-Effective  Amendment  No. 78 to the
             Registration  Statement  on Form N-1A of the  Registrant,  File No.
             2-14213,  filed on February 26, 1998,  and  incorporated  herein by
             reference).

EX-99.d2     Addendum to Management  Agreement  between  American Century Mutual
             Funds, Inc. and American Century Investment Management,  Inc. to be
             filed by amendment.

EX-99.e1     Distribution  Agreement between American Century Mutual Funds, Inc.
             and Funds  Distributor,  dated January 15, 1998 (filed as a part of
             Post-Effective  Amendment No. 30 to the  Registration  Statement on
             Form N-1A of American  Century Target  Maturities  Trust,  File No.
             2-94608,  filed on January 30,  1998,  and  incorporated  herein by
             reference).

EX-99.e2     Amendment  No. 1 to the  Distribution  Agreement  between  American
             Century Mutual Funds, Inc. and Funds  Distributor,  Inc. dated June
             1, 1998 (filed as a part of Post-Effective  Amendment No. 11 to the
             Registration  Statement  on Form N-1A of American  Century  Capital
             Portfolios,  Inc., File No.  33-64872,  filed on June 26, 1998, and
             incorporated herein by reference).

EX-99.e3     Amendment  No. 2 to the  Distribution  Agreement  between  American
             Century  Mutual  Funds,  Inc.  and Funds  Distributor,  Inc.  dated
             December 1, 1998 (filed as a part of  Post-Effective  Amendment No.
             12 to the  Registration  Statement on Form N-1A of American Century
             World Mutual Funds, Inc., File No. 33-39242,  filed on November 13,
             1998, and incorporated herein by reference).

EX-99.e4     Amendment  No. 3 to the  Distribution  Agreement  between  American
             Century  Mutual  Funds,  Inc.  and Funds  Distributor,  Inc.  dated
             January 29, 1999 (filed as a part of  Post-Effective  Amendment No.
             13 to the  Registration  Statement on Form N-1A of American Century
             Capital Portfolios,  Inc., File No. 33-64872, filed on November 25,
             1998, and incorporated herein by reference).

EX-99.e5     Amendment  No. 4 to the  Distribution  Agreement  between  American
             Century Mutual Funds, Inc. and Funds Distributor,  Inc. to be filed
             by amendment.

EX-99.g1     Global Custody  Agreement  between The Chase Manhattan Bank and the
             Twentieth Century and Benham funds,  dated August 9, 1996 (filed as
             a part  of  Post-Effective  Amendment  No.  31 to the  Registration
             Statement on Form N-1A of American Century Government Income Trust,
             File No.  2-99222,  filed on  February  7, 1997,  and  incorporated
             herein by reference).

EX-99.g2     Master Agreement  between Commerce Bank, N.A. and Twentieth Century
             Services,  Inc.  dated  January  22,  1997  (filed  as  a  part  of
             Post-Effective  Amendment No. 76 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             28, 1997, and incorporated herein by reference).

EX-99.h      Transfer Agency Agreement dated as of March 1, 1991, by and between
             Twentieth Century  Investors,  Inc. and Twentieth Century Services,
             Inc.  (filed as a part of  Post-Effective  Amendment  No. 76 to the
             Registration  Statement  on Form N-1A of the  Registrant,  File No.
             2-14213,  filed on February 28, 1997,  and  incorporated  herein by
             reference).

EX-99.i      Opinion and Consent of Counsel  (filed as a part of  Post-Effective
             Amendment No. 79 to the Registration  Statement on Form N-1A of the
             Registrant,  File No.  2-14213,  filed on November  30,  1998,  and
             incorporated herein by reference).

EX-99.j1     Consent of Deloitte & Touche LLP to be filed by amendment.

EX-99.j2     Consent of Baird, Kurtz & Dobson to be filed by amendment.

EX-99.j3     Power  of  Attorney  dated  July  25,  1998  (filed  as a  part  of
             Post-Effective  Amendment No. 79 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on November
             30, 1998, and incorporated herein by reference).

EX-99.m1     Master  Distribution  and  Shareholder  Services  Plan of Twentieth
             Century Capital  Portfolios,  Inc.,  Twentieth  Century  Investors,
             Inc.,  Twentieth  Century  Strategic  Asset  Allocations,  Inc. and
             Twentieth  Century  World  Investors,  Inc.  (Advisor  Class) dated
             September 3, 1996 (filed as a part of Post-Effective  Amendment No.
             9 to the  Registration  Statement on Form N-1A of American  Century
             Capital Portfolios,  Inc., File No. 33-64872, filed on February 17,
             1998, and incorporated herein by reference).

EX-99.m2     Amendment No. 1 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated June 13,  1997 (filed as a part of  Post-Effective  Amendment
             No.  77  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,   File  No.  2-14213,  filed  on  July  17,  1997,  and
             incorporated herein by reference).

EX-99.m3     Amendment No. 2 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  September  30,  1997  (filed  as a  part  of  Post-Effective
             Amendment No. 78 to the Registration  Statement on Form N-1A of the
             Registrant,  File No.  2-14213,  filed on February  26,  1998,  and
             incorporated herein by reference).

EX-99.m4     Amendment No. 3 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated June 30,  1998 (filed as a part of  Post-Effective  Amendment
             No.  11 to the  Registration  Statement  on Form  N-1A of  American
             Century Capital Portfolios,  Inc., File No. 33-64872, filed on June
             26, 1998, and incorporated herein by reference).

EX-99.m5     Amendment No. 4 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated  November  13,  1998  (filed  as  a  part  of  Post-Effective
             Amendment  No.  12 to the  Registration  Statement  on Form N-1A of
             American Century World Mutual Funds, Inc., File No. 33-39242, filed
             on November 13, 1998, and incorporated herein by reference).

EX-99.m6     Amendment No. 5 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             to be filed by amendment.

EX-99.m7     Shareholder  Services Plan of Twentieth Century Capital Portfolios,
             Inc.,   Twentieth  Century  Investors,   Inc.,   Twentieth  Century
             Strategic  Asset  Allocations,  Inc. and  Twentieth  Century  World
             Investors, Inc. (Service Class) dated September 3, 1996 (filed as a
             part  of  Post-Effective   Amendment  No.  9  to  the  Registration
             Statement  on Form N-1A of  American  Century  Capital  Portfolios,
             Inc.,  File  No.   33-64872,   filed  on  February  17,  1998,  and
             incorporated herein by reference).

EX-99.o1     Multiple Class Plan of Twentieth Century Capital Portfolios,  Inc.,
             Twentieth  Century  Investors,  Inc.,  Twentieth  Century Strategic
             Asset Allocations, Inc. and Twentieth Century World Investors, Inc.
             dated  September  3,  1996  (filed  as  a  part  of  Post-Effective
             Amendment  No.  9 to the  Registration  Statement  on Form  N-1A of
             American Century Capital Portfolios, Inc., File No. 33-64872, filed
             on February 17, 1998, and incorporated herein by reference).

EX-99.o2     Amendment No. 1 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual  Funds,  Inc.  dated June 13, 1997 (filed as a part of
             Post-Effective  Amendment No. 77 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on July 17,
             1997, and incorporated herein by reference).

EX-99.o3     Amendment No. 2 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds,  Inc. dated September 30, 1997 (filed as a part
             of Post-Effective Amendment No. 78 to the Registration Statement on
             Form N-1A of the Registrant,  File No.  2-14213,  filed on February
             26, 1998, and incorporated herein by reference).

EX-99.o4     Amendment No. 3 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual  Funds,  Inc.  dated June 30, 1998 (filed as a part of
             Post-Effective  Amendment No. 11 to the  Registration  Statement on
             Form N-1A of American  Century Capital  Portfolios,  Inc., File No.
             33-64872,  filed on June  26,  1998,  and  incorporated  herein  by
             reference).

EX-99.o5     Amendment No. 4 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds,  Inc.  dated November 13, 1998 (filed as a part
             of Post-Effective Amendment No. 12 to the Registration Statement on
             Form N-1A of American  Century World Mutual Funds,  Inc.,  File No.
             33-39242,  filed on November 13, 1998, and  incorporated  herein by
             reference).

EX-99.o6     Amendment No. 5 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. dated January 29, 1999 (filed as a part of
             Post-Effective  Amendment No. 13 to the  Registration  Statement on
             Form N-1A of the Registrant,  File No. 33-64872,  filed on November
             25, 1998, and incorporated herein by reference).

EX-99.o7     Amendment No. 6 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. to be filed by amendment.

EX-27.1.1    Financial Data Schedule for Tax-Managed Value Fund.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL
CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA).
IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK>  0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 8
   <NAME> American Century Tax-Managed Value Fund
       
<S>                         <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                            MAR-31-1998
<PERIOD-END>                                 MAR-31-1998
<INVESTMENTS-AT-COST>                                  0
<INVESTMENTS-AT-VALUE>                                 0
<RECEIVABLES>                                          0
<ASSETS-OTHER>                                         0
<OTHER-ITEMS-ASSETS>                                   0
<TOTAL-ASSETS>                                         0
<PAYABLE-FOR-SECURITIES>                               0
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                              0
<TOTAL-LIABILITIES>                                    0
<SENIOR-EQUITY>                                        0
<PAID-IN-CAPITAL-COMMON>                               0
<SHARES-COMMON-STOCK>                                  0
<SHARES-COMMON-PRIOR>                                  0
<ACCUMULATED-NII-CURRENT>                              0
<OVERDISTRIBUTION-NII>                                 0
<ACCUMULATED-NET-GAINS>                                0
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                               0
<NET-ASSETS>                                           0
<DIVIDEND-INCOME>                                      0
<INTEREST-INCOME>                                      0
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                         0
<NET-INVESTMENT-INCOME>                                0
<REALIZED-GAINS-CURRENT>                               0
<APPREC-INCREASE-CURRENT>                              0
<NET-CHANGE-FROM-OPS>                                  0
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                              0
<DISTRIBUTIONS-OF-GAINS>                               0
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                                0
<NUMBER-OF-SHARES-REDEEMED>                            0
<SHARES-REINVESTED>                                    0
<NET-CHANGE-IN-ASSETS>                                 0
<ACCUMULATED-NII-PRIOR>                                0
<ACCUMULATED-GAINS-PRIOR>                              0
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                                  0
<INTEREST-EXPENSE>                                     0
<GROSS-EXPENSE>                                        0
<AVERAGE-NET-ASSETS>                                   0
<PER-SHARE-NAV-BEGIN>                               0.00
<PER-SHARE-NII>                                        0
<PER-SHARE-GAIN-APPREC>                             0.00
<PER-SHARE-DIVIDEND>                                0.00
<PER-SHARE-DISTRIBUTIONS>                           0.00
<RETURNS-OF-CAPITAL>                                0.00
<PER-SHARE-NAV-END>                                    0
<EXPENSE-RATIO>                                     0.00
<AVG-DEBT-OUTSTANDING>                                 0
<AVG-DEBT-PER-SHARE>                                   0
        

</TABLE>


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