AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
497, 1998-08-03
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                                   PROSPECTUS

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

                                  JULY 30, 1998

                                    AMERICAN
                                     CENTURY
                                      GROUP

                             Small Cap Quantitative

INVESTOR CLASS


                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS

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

                          AMERICAN CENTURY INVESTMENTS
- -------------------------------------------------------------------------------
        Benham                American Century          Twentieth Century
         Group                     Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                             Small Cap Quantitative


                                   PROSPECTUS
                                  JULY 30, 1998

                             Small Cap Quantitative

                                 INVESTOR CLASS

                  AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

    American  Century  Quantitative  Equity Funds is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering  a variety  of  investment  opportunities.  One of the  funds  from our
American Century Group of funds is described in this Prospectus.  Its investment
objective is listed on page 2 of this Prospectus.  The other funds are described
in separate prospectuses.

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

    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated July 30,  1998,  and filed with the  Securities  and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                       AMERICAN CENTURY INVESTMENTS
                    4500 Main Street * P.O. Box 419200
             Kansas City, Missouri 64141-6200 * 1-800-345-2021
                    International calls: 816-531-5575
                 Telecommunications Device for the Deaf:
                1-800-634-4113 * In Missouri: 816-444-3485
                         www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


PROSPECTUS                                                                    1


                        INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY SMALL CAP QUANTITATIVE FUND

    Small Cap  Quantitative  seeks long-term  capital  appreciation by investing
primarily in equity securities of small companies.

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

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


2      INVESTMENT OBJECTIVE                   AMERICAN CENTURY INVESTMENTS


                                TABLE OF CONTENTS

Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4

INFORMATION REGARDING THE FUND

Investment Policies of the Fund ...........................................    5
Risk Factors and Investment Techniques ....................................    5
Other Investment Practices, Their Characteristics
  and Risks ...............................................................    6
    Portfolio Turnover ....................................................    6
    Convertible Securities ................................................    6
    Futures Contracts and Options Thereon .................................    6
    Short-Term Instruments ................................................    6
    Foreign Securities ....................................................    7
    Other Techniques ......................................................    7
Performance Advertising ...................................................    7

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................    9
Investing in American Century .............................................    9
How to Open an Account ....................................................    9
         By Mail ..........................................................    9
         By Wire ..........................................................    9
         By Exchange ......................................................   10
         In Person ........................................................   10
    Subsequent Investments ................................................   10
         By Mail ..........................................................   10
         By Telephone .....................................................   10
         By Online Access .................................................   10
         By Wire ..........................................................   10
         In Person ........................................................   10
    Automatic Investment Plan .............................................   10
How to Exchange from One Account to Another ...............................   11
         By Mail ..........................................................   11
         By Telephone .....................................................   11
         By Online Access .................................................   11
How to Redeem Shares ......................................................   11
         By Mail ..........................................................   11
         By Telephone .....................................................   11
         By Check-A-Month .................................................   11
         Other Automatic Redemptions ......................................   11
    Redemption Proceeds ...................................................   11
         By Check .........................................................   11
         By Wire and ACH ..................................................   12
    Redemption of Shares in Low-Balance Accounts ..........................   12
Signature Guarantee .......................................................   12
Special Shareholder Services ..............................................   12
         Automated Information Line .......................................   12
         Online Account Access ............................................   12
         Open Order Service ...............................................   12
         Tax-Qualified Retirement Plans ...................................   13
Important Policies Regarding Your Investments .............................   13
Reports to Shareholders ...................................................   14
Employer-Sponsored Retirement Plans and
   Institutional Accounts .................................................   14

ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ...............................................................   15
    When Share Price Is Determined ........................................   15
    How Share Price Is Determined .........................................   15
    Where to Find Information About Share Price ...........................   16
Distributions .............................................................   16
Taxes .....................................................................   17
    Tax-Deferred Accounts .................................................   17
    Taxable Accounts ......................................................   17
Management ................................................................   18
    Investment Management .................................................   18
    Code of Ethics ........................................................   19
    Transfer and Administrative Services ..................................   19
    Year 2000 Issues ......................................................   19
Distribution of Fund Shares ...............................................   20
Further Information About American Century ................................   20


PROSPECTUS                                        TABLE OF CONTENTS       3


                     TRANSACTION AND OPERATING EXPENSE TABLE

                                                                  Small Cap
                                                                 Quantitative

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ...........................  none
Maximum Sales Load Imposed on Reinvested Dividends ................  none
Deferred Sales Load ...............................................  none
Redemption Fee(1) .................................................  none
Exchange Fee ......................................................  none

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)

Management Fees(2) ................................................ 0.90%
12b-1 Fees ........................................................  none
Other Expenses(3) ................................................. 0.01%
Total Fund Operating Expenses ..................................... 0.91%

EXAMPLE

You would pay the following expenses                     1 year     $  9
on a $1,000 investment, assuming a                      3 years       29
5% annual return and redemption at                      5 years       50
the end of each time period:                           10 years      112



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

(2)  A portion of the management fee may be paid by American Century  Investment
     Management,  Inc. (the manager) to  unaffiliated  third parties who provide
     recordkeeping and administrative services that would otherwise be performed
     by  an  affiliate  of  the  manager.   See   "Management   -  Transfer  and
     Administrative Services," page 19.

(3)  Other  Expenses  include the fees and  expenses  of the fund's  independent
     directors, their legal counsel, interest and extraordinary expenses.

    The purpose of this table is to help you  understand  the various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of the fund offered by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

    NEITHER  THE 5% RATE OF  RETURN  NOR THE  EXPENSES  SHOWN  ABOVE  SHOULD  BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The shares offered by this  Prospectus are Investor Class shares and have no
up-front or deferred sales charges,  commissions, or 12b-1 fees. The fund offers
two other classes of shares,  primarily to  institutional  investors,  that have
different fee  structures  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  manager  for  core  investment   advisory   services.
Accordingly,  the core  investment  advisory  expenses  do not vary by class.  A
difference in fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page 20.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

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

    Small Cap Quantitative's  investment  objective is to seek long-term capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

    The fund will invest  primarily in common  stocks of smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization that is not greater than the market capitalization of the largest
company contained in the S&P Small Cap 600 Index. The S&P Small Cap 600 Index is
a stock  index  that  tracks the  performance  of equity  securities  of smaller
capitalization companies. As of March 31, 1998, the largest company contained in
the S&P Small Cap 600 Index had a market  capitalization  of approximately  $3.7
billion,  while  the  median  company  contained  in  the  index  had  a  market
capitalization of approximately $554 million.

    The manager seeks a total return for Small Cap Quantitative that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

RISK FACTORS AND INVESTMENT TECHNIQUES

    The manager uses quantitative management strategies in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is to rank stocks based on their relative attractiveness.
The  attractiveness  of a stock is determined  analytically  by using a computer
model to combine value and growth  measures.  Examples of value measures include
price to book and price to cash flow ratios  while  examples of growth  measures
include the rate of growth of a  company's  earnings  and  changes in  analysts'
earnings estimates.

    The  second  approach  is  to  use a  technique  referred  to  as  portfolio
optimization. Using a computer, the manager constructs a portfolio (i.e. company
names and shares held in each) that seeks the optimal  tradeoff between the risk
of the  portfolio  relative to a benchmark  (i.e.  the S&P 600) and the expected
return of the portfolio as measured by the stock ranking model.

    Approximately 65% of the fund's portfolio holdings will be drawn from equity
securities of companies with a market  capitalization  within the range of those
which make up the S&P 600. As of March 31, 1998, that  capitalization  range was
$31 million to $3.7 billion.

    The fund's  investment  approach may cause it to be more heavily invested in
some industries than in others.  However,  the fund may not invest more than 25%
of its total assets in companies whose principal business  activities are in the
same industry.  In addition,  the fund is a "diversified"  investment company as
defined in the Investment Company Act of 1940 (the Investment Company Act). This
means that  investments in any single issuer are limited by  restrictions in the
Investment Company Act.

    The fund may  invest  in  securities  or engage  in  transactions  involving
instruments  other than equity  securities,  as discussed in the section  titled
"Other Investment Practices, Their Characteristics and Risks," page 6.


PROSPECTUS                           INFORMATION REGARDING THE FUND       5


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

    For additional information,  see "Investment  Restrictions" in the Statement
of Additional Information.

PORTFOLIO TURNOVER

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution  of the security in question to the fund's  objective.
The manager considers the rate of portfolio turnover when it determines a change
is in order to achieve the objective and,  accordingly,  under normal conditions
the annual portfolio turnover rate is not anticipated to exceed 150%.

    The  portfolio  turnover of the fund may be higher than other  mutual  funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater  brokerage  commissions  that the fund  pays  directly.
Higher  portfolio  turnover  also may increase the  likelihood  that the capital
gains,  if any,  realized and  distributed  by the fund will include  short-term
capital gains,  which are taxable as ordinary  income.  When a security is sold,
the manager seeks  whenever  possible to minimize the capital gain that would be
realized.

CONVERTIBLE SECURITIES

    Although the fund's equity  investments  consist  primarily of common stock,
the fund may buy securities  convertible into common stock,  such as convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.

FUTURES CONTRACTS AND OPTIONS THEREON

    The fund may buy or sell futures contracts  relating to groups of securities
or  indices  and  write or buy put and call  options  relating  to such  futures
contracts.

    For options sold, the fund will segregate cash or appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

    The fund will  deposit  cash or  appropriate  liquid  assets in a segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

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

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

    The ordinary spreads between prices in the cash and futures markets,  due to
the differences in the nature of those markets,  are subject to distortion.  Due
to the possibility of distortion,  a correct forecast of factors,  e.g. dividend
yields and short-term  interest  rates, by the manager may still not result in a
successful  transaction.  The manager may be incorrect in its expectations as to
the extent of various  factor  changes or the time span within which the changes
take place.

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

SHORT-TERM INSTRUMENTS

    For liquidity  purposes,  the fund may invest in  high-quality  money market
instruments with remaining maturities of one year or less.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


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

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

FOREIGN SECURITIES

    The fund may invest in securities of foreign issuers,  including instruments
that  trade on  domestic  or foreign  securities  exchanges  in U.S.  dollars or
foreign  currencies.  Securities  of  foreign  issuers  may be  affected  by the
strength of foreign  currencies  relative to the U.S.  dollar or by political or
economic developments in foreign countries. Foreign companies may not be subject
to accounting  standards or  governmental  regulations  comparable to those that
affect  U.S.  companies,  and there may be less public  information  about their
operations.

OTHER TECHNIQUES

    The manager  may buy other types of  securities  or employ  other  portfolio
management  techniques  on  behalf  of  a  fund,  including  reverse  repurchase
agreements.  When SEC  guidelines  require  it to do so, the fund will set aside
cash or  appropriate  liquid assets in a segregated  account to cover the fund's
obligations.

PERFORMANCE ADVERTISING

    From time to time, the fund may advertise performance data. Fund performance
may be shown  by  presenting  one or more  performance  measurements,  including
cumulative  total return or average  annual total  return,  yield and  effective
yield.  Performance data may be quoted separately for the Investor Class and for
the other classes.

    Cumulative  total  return data is computed by  considering  all  elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

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

    Yield is  calculated  by adding  over a 30-day  (or  one-month)  period  all
interest and dividend  income (net of fund  expenses)  calculated  on each day's
market  values,  dividing  this  sum  by  the  average  number  of  fund  shares
outstanding  during the period, and expressing the result as a percentage of the
fund's  share  price on the last day of the 30-day (or  one-month)  period.  The
percentage is then annualized.  Capital gains and losses are not included in the
calculation.

    Yields are calculated  according to accounting methods that are standardized
in  accordance  with SEC  rules  for all stock  and bond  funds.  Because  yield
accounting methods differ from the methods used for other accounting purposes, a
fund's yield may not equal the income paid on its shares or the income  reported
in the fund's financial statements.

    The fund also may include in  advertisements  data comparing its performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services,  Inc.) and publications that monitor the performance
of mutual funds.  Performance  information  may be quoted  numerically or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known  indices of market  performance.  Fund performance
also may be compared,  on a relative  basis,  to other funds in our fund family.
This relative comparison, which may be based upon historical fund performance or
historical  or  expected  volatility  or  other  fund  characteristics,  may  be
presented numerically, graphically or in text.


PROSPECTUS                              INFORMATION REGARDING THE FUND     7


Fund  performance  also may be combined or blended  with other funds in our fund
family,  and that  combined or blended  performance  may be compared to the same
indices to which individual funds may be compared.

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


8      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

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

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one  account.  If you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

    The  following  sections  explain how to invest in American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

    If  you  own  or  are   considering   purchasing   fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 14.

HOW TO OPEN AN ACCOUNT

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

    The minimum investment is $2,500 [$1,000 for IRA and Uniform Gifts/Transfers
to Minors  Acts  (UGMA/UTMA)  accounts].  These  minimums  will be waived if you
establish an automatic investment plan to your account that is the equivalent of
at least $50 per month. See "Automatic Investment Plan," page 10.

    The  minimum  investment  requirements  may be  different  for some types of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

    Please note:  If you register  your account as belonging to multiple  owners
(e.g., as joint  tenants),  you must provide us with specific  authorization  on
your  application  in order for us to accept  written or telephone  instructions
from  a  single  owner.  Otherwise,  all  owners  will  have  to  agree  to  any
transactions  that involve the account  (whether the  transaction  request is in
writing or over the telephone).

    You may invest in the following ways:

BY MAIL

    Send a  completed  application  and  check or money  order  payable  in U.S.
dollars to American Century Investments.

BY WIRE

    You may make your initial  investment by wiring funds.  To do so, call us or
mail  a  completed   application  and  provide  your  bank  with  the  following
information:

*  RECEIVING BANK AND ROUTING NUMBER:
   Commerce Bank, N.A. (101000019)

*  BENEFICIARY (BNF):
   American Century Services Corporation
   4500 Main St., Kansas City, Missouri 64111

*  BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
   2804918


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       9


*  REFERENCE FOR BENEFICIARY (RFB):
   American  Century  account number into which you are investing.  If more than
   one, leave blank and see Bank to Bank Information below.

*  ORIGINATOR TO BENEFICIARY (OBI):
   Name and address of owner of account into which you are investing.

*  BANK TO BANK INFORMATION
   (BBI OR FREE FORM TEXT):

    *    Taxpayer identification or Social Security
         number.

    *    If more than one account,  account numbers and amount to be invested in
         each account.

    *    Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether  traditional  IRA, Roth IRA,  Education IRA,  SEP-IRA,
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.

BY EXCHANGE

    Call 1-800-345-2021 from 7 a.m. to 7 p.m. Central time to get information on
opening an account by exchanging from another American Century account. See page
11 for more information on exchanges.

IN PERSON

    If you prefer to work with a representative  in person,  please visit one of
our Investor Centers, located at:

    4500 Main Street
    Kansas City, Missouri 64111

    4917 Town Center Drive
    Leawood, Kansas 66211

    1665 Charleston Road
    Mountain View, California 94043

    2000 S. Colorado Blvd.
    Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

    Subsequent  investments  may  be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "Automatic Investment Plan," this page) or by any
of  the  methods  below.  The  minimum  investment  requirement  for  subsequent
investments is $250 for checks submitted  without the investment slip portion of
a previous  statement or confirmation  and $50 for all other types of subsequent
investments.

BY MAIL

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

BY TELEPHONE

    Upon  completion of your  application and once your account is open, you may
make investments by telephone.  You may call an Investor Services Representative
or use our Automated Information Line.

BY ONLINE ACCESS

    Upon  completion of your  application and once your account is open, you may
make investments online.

BY WIRE

    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on pages 9-10 and indicate your account number.

IN PERSON

    You  may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

    By   completing   the   application   and   electing  to  make   investments
automatically,  we will draw on your bank account  regularly.  Such  investments
must be at least  the  equivalent  of $50 per  month.  You also  may  choose  an
automatic  payroll or government  direct deposit.  If you are establishing a new
account,  check  the  appropriate  box  under  "Automatic  Investments"  on your
application  to  receive  more  information.  If you would  like to add a direct
deposit to an existing account, please call an Investor Services Representative.


10 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

    As long as you meet any minimum  investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request will be processed as of the same day it is received,  if it is
received  before the fund's net asset values are  calculated,  which is one hour
prior to the close of the New York Stock  Exchange  for funds issued by American
Century Target  Maturities Trust and at the close of the Exchange for all of our
other funds. See "When Share Price Is Determined," page 15.

    For any single exchange,  the shares of each fund being acquired must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

BY MAIL

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

BY TELEPHONE

    You can make exchanges over the telephone  (either with an Investor Services
Representative  or  using  our  Automated  Information  Line--see  page 12) upon
completion and receipt of your application or by calling us at 1-800-345-2021 to
get the appropriate form.

BY ONLINE ACCESS

    You can make exchanges  online.  This service is established upon completion
and receipt of your  application or by calling us at  1-800-345-2021  to get the
appropriate form.

HOW TO REDEEM SHARES

    We will  redeem or "buy back" your shares at any time.  Redemptions  will be
made at the next net asset value determined after a complete  redemption request
is received.

    Please note that a request to redeem shares in an IRA or 403(b) plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

BY MAIL

    Your  written  instructions  to  redeem  shares  may  be  made  either  by a
redemption  form,  which we will  send you upon  request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," page 12.

BY TELEPHONE

    Upon  completion of your  application and once your account is open, you may
redeem your shares by calling an Investor Services Representative.

BY CHECK-A-MONTH

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

OTHER AUTOMATIC REDEMPTIONS

    If you have at least a $10,000  balance  in your  account,  you may elect to
make redemptions automatically by authorizing us to send funds to you or to your
account  at  a  bank  or  other  financial  institution.  To  set  up  automatic
redemptions, call an Investor Services Representative.

REDEMPTION PROCEEDS

    Please  note that  shortly  after a  purchase  of shares is made by check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

    Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

    Ordinarily,  all  redemption  checks will be made payable to the  registered
owner of the shares and will be mailed only to the  address of record.  For more
information, please refer to our Investor Services Guide.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       11


BY WIRE AND ACH

    You may authorize us to transmit  redemption  proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

    Your bank usually will receive wired funds within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired  funds  are  subject  to a $10 fee to cover  bank wire  charges,  which is
deducted from redemption proceeds.  Once the funds are transmitted,  the time of
receipt and the funds' availability are not under our control.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

    Whenever  the  shares  held in an  account  have a value  of less  than  the
required  minimum,  a letter will be sent advising you to bring the value of the
shares  held in the  account up to the  minimum  or to  establish  an  automatic
investment that is the equivalent of at least $50 per month. See "How to Open an
Account,"  page 9. If action is not taken within 90 days of the  letter's  date,
the shares  held in the  account  will be  redeemed  and the  proceeds  from the
redemption will be sent by check to your address of record. We reserve the right
to increase the investment minimums.

SIGNATURE GUARANTEE

    To protect  your  accounts  from fraud,  some  transactions  will  require a
signature  guarantee.  You can obtain a signature guarantee from a bank or trust
company,  credit  union,  broker-dealer,  securities  exchange  or  association,
clearing agency or savings association, as defined by federal law.

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

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

SPECIAL SHAREHOLDER SERVICES

    We offer several  services to make your account easier to manage.  These are
listed on the account application.  You will find more information about each of
these services in our Investor Services Guide.

    Our special shareholder services include:

AUTOMATED INFORMATION LINE

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

ONLINE ACCOUNT ACCESS

    You  may   contact   us  24   hours   a  day,   seven   days  a   week,   at
www.americancentury.com  to access daily share prices,  receive updates on major
market  indices and view  historical  performance  of the fund. You can use your
personal access code and Social Security number to view your account balance and
account activity, make subsequent investments from your bank account or exchange
shares from one fund to another.

OPEN ORDER SERVICE

    Through our open order  service,  you may  designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced  fund by exchange to one
of our money market funds.  The  designated  purchase  price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed.  If the designated price
is  met  within  90  calendar   days,  we  will  execute  your  exchange   order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

    If the fund you have selected  deducts a distribution  from its share price,
your order price will be


12  HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS AMERICAN CENTURY INVESTMENTS


adjusted accordingly so the distribution does not inadvertently  trigger an open
order  transaction on your behalf.  If you close or re-register the account from
which the shares are to be redeemed, your open order will be canceled.

    Because of their time-sensitive nature, open order transactions are accepted
only by  telephone  or in person.  These  transactions  are  subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

    The fund is available for your  tax-deferred  retirement plan. Call or write
us and request the appropriate forms for:

    *    Individual Retirement Accounts (IRAs);

    *    403(b) plans for employees of public school
         systems and non-profit organizations; or

    *    Profit sharing plans and pension plans for
         corporations and other employers.

    If your IRA and  403(b)  accounts  do not total  $10,000,  each  account  is
subject to an annual $10 fee, up to a total of $30 per year.

    You also can transfer your  tax-deferred  plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

    Every  account is subject to policies  that could  affect  your  investment.
Please refer to the Investor  Services Guide for further  information  about the
policies discussed below, as well as further detail about the services we offer.

  (1)    We reserve the right for any reason to suspend  the  offering of shares
         for a  period  of  time,  or to  reject  any  specific  purchase  order
         (including  purchases  by  exchange).  Additionally,  purchases  may be
         refused  if, in the  opinion  of the  manager,  they are of a size that
         would disrupt the management of the fund.

  (2)    We  reserve  the  right  to  make  changes  to  any  stated  investment
         requirements,  including those that relate to purchases,  transfers and
         redemptions.  In addition,  we also may alter,  add to or terminate any
         investor   services  and   privileges.   Any  changes  may  affect  all
         shareholders or only certain series or classes of shareholders.

  (3)    Shares  being  acquired  must be  qualified  for sale in your  state of
         residence.

  (4)    Transactions  requesting  a  specific  price and date,  other than open
         orders, will be refused.  Once you have mailed or otherwise transmitted
         your  transaction  instructions  to us,  they  may not be  modified  or
         canceled.

  (5)    If a transaction request is made by a corporation,  partnership, trust,
         fiduciary,  agent  or  unincorporated   association,  we  will  require
         evidence  satisfactory to us of the authority of the individual  making
         the request.

  (6)    We have established  procedures  designed to assure the authenticity of
         instructions received by telephone. These procedures include requesting
         personal  identification  from callers,  recording telephone calls, and
         providing  written  confirmations  of  telephone  transactions.   These
         procedures are designed to protect  shareholders  from  unauthorized or
         fraudulent  instructions.  If we do not employ reasonable procedures to
         confirm  the  genuineness  of  instructions,  then we may be liable for
         losses due to unauthorized or fraudulent instructions. The company, its
         transfer agent and manager will not be responsible  for any loss due to
         instructions they reasonably believe are genuine.

  (7)    All   signatures   should  be  exactly  as  the  name  appears  in  the
         registration.  If the owner's name appears in the  registration as Mary
         Elizabeth Jones, she should sign that way and not as Mary E. Jones.

  (8)    Unusual  stock  market  conditions  have  in the  past  resulted  in an
         increase  in  the  number  of  shareholder   telephone  calls.  If  you
         experience  difficulty in reaching us during such periods, you may send
         your transaction instructions by mail, express mail or courier service,
         or you may  visit  one of our  Investor  Centers.  You also may use our
         Automated Information Line if you have requested and received an access
         code and are not attempting to redeem shares.

  (9)    If  you  fail  to  provide  us  with  the  correct  certified  taxpayer
         identification number, we may


PROSPECTUS              HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS    13


         reduce any redemption proceeds by $50 to cover the penalty the IRS will
         impose on us for failure to report your correct taxpayer identification
         number on information reports.

  (10)   We will perform special inquiries on shareholder  accounts.  A research
         fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

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

    With the  exception of most  automatic  transactions,  each time you invest,
redeem,  transfer or exchange  shares,  we will send you a  confirmation  of the
transaction. See the Investor Services Guide for more detail.

    Carefully  review  all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately in writing if there is an error.  If you
fail to provide  notification  of an error  with  reasonable  promptness,  i.e.,
within 30 days of  non-automatic  transactions  or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

    No later than January 31 of each year, we will send you reports that you may
use in completing your U.S. income tax return.  See the Investor  Services Guide
for more information.

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

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

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

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

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

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


14 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

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

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

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

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

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

    If you invest in fund shares through an  employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
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  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 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.

HOW SHARE PRICE IS DETERMINED

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

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


PROSPECTUS                      ADDITIONAL INFORMATION YOU SHOULD KNOW      15


value as  determined  in  accordance  with  procedures  adopted  by the Board of
Directors.

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

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

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

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net  asset  value of the  Investor  Class of the  fund is  published  in
leading  newspapers  daily. The net asset value may be obtained by calling us or
by accessing our Web site (www.americancentury.com).

DISTRIBUTIONS

    Small Cap Quantitative's dividends are declared and paid quarterly in March,
June, September and December.

    THE OBJECTIVE OF SMALL CAP QUANTITATIVE IS CAPITAL  APPRECIATION AND NOT THE
PRODUCTION OF  DISTRIBUTIONS.  YOU ARE ENCOURAGED TO MEASURE THE SUCCESS OF YOUR
INVESTMENT  BY THE VALUE OF YOUR  INVESTMENT  AT ANY  GIVEN  TIME AND NOT BY THE
DISTRIBUTIONS YOU RECEIVE.

    You will  begin to  participate  in the  distributions  the day  after  your
purchase is  effective.  See "When Share Price Is  Determined,"  page 15. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

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

    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least 59 (1)/(2) years old or permanently and totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

    A  distribution  on  shares of a fund  does not  increase  the value of your
shares or your total return. At any given time the value of your shares includes
the  undistributed  net  gains,  if any,  realized  by the  fund on the  sale of
portfolio securities,  and undistributed  dividends and interest received,  less
fund expenses.


16     ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


    Because such gains and  dividends  are included in the price of your shares,
when they are  distributed  the price of your shares is reduced by the amount of
the  distribution.  If you buy your shares through a taxable account just before
the distribution,  you will pay the full price for your shares, and then receive
a portion of the  purchase  price back as a taxable  distribution.  See "Taxes,"
this page.

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income,  except as described  below. The dividends from net income may
qualify for the 70% dividends  received deduction for corporations to the extent
that the  fund  held  shares  receiving  the  dividend  for  more  than 45 days.
Distributions  from gains on assets  held longer than 12 months but no more than
18 months  (28% rate gain)  and/or  assets  held longer than 18 months (20% rate
gain) are taxable as long-term  gains  regardless of the length of time you have
held the shares.  However,  you should note that any loss realized upon the sale
or  redemption  of  shares  held for six  months or less  will be  treated  as a
long-term  capital loss to the extent of any  distribution of long-term  capital
gain (28% or 20% rate gain) to you with respect to such shares.

    Distributions  are taxable to you  regardless  of whether  they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution,  you must pay income taxes on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

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

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

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


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       17


    Redemption of shares of a fund  (including  redemptions  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally  will be considered  long-term,  subject to
tax at a maximum rate of 28%, if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20%, if shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.

    In addition to the federal income tax consequences  described above relating
to an  investment  in a fund,  there  may be other  federal,  state or local tax
considerations  that depend upon the circumstances of each particular  investor.
Prospective  shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

    The fund is a diversified,  open-end series of American Century Quantitative
Equity Funds (the company). Under the laws of the State of California, the Board
of  Directors  is  responsible  for  managing  the  business  and affairs of the
company. Acting pursuant to an investment management agreement entered into with
the fund, American Century Investment Management,  Inc. serves as the manager of
the fund. Its principal place of business is American  Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment  portfolio of the fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objective.  Individual  portfolio  manager  members  of the team also may adjust
portfolio  holdings of the fund or of sectors of the fund as  necessary  between
team   meetings.   John   Schniedwind,   Senior   Vice   President   and   Group
Leader--Quantitative Equity, supervises the team that manages the fund.

    The portfolio  manager  members of the team managing the fund and their work
experience for the last five years are as follows:

    KURT  BORGWARDT,   Vice  President,   Portfolio   Manager  and  Director  of
Quantitative  Equity Research,  joined American Century in 1990, and has managed
the quantitative equity research effort since then.

    WILLIAM  MARTIN,  Vice  President and  Portfolio  Manager,  joined  American
Century in 1989.

    The  activities  of the manager are subject only to directions of the fund's
Board of  Directors.  The  manager  pays  all the  expenses  of the fund  except
brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

    For the services  provided to the fund,  the manager  receives a monthly fee
based on a percentage of the average net assets of the fund.  The annual rate at
which this fee is assessed is determined monthly in a two-step process: First, a
fee rate  schedule  is  applied  to the  assets  of all of the funds in a fund's
investment  category  that are managed by the manager (the  Investment  Category
Fee). The three  investment  categories are: Money Market Funds,  Bond Funds and
Equity Funds.  Second,  a separate fee rate schedule is applied to the assets of
all of the funds  managed by the  manager  (the  Complex  Fee).  The  Investment
Category  Fee and the  Complex  Fee are then  added  to  determine  the  unified
management  fee payable by the fund to the manager.  Currently,  the  Investment
Category  Fee for the fund is an annual  rate of 0.60% of the average net assets
of the fund. The Complex


18    ADDITIONAL INFORMATION YOU SHOULD KNOW      AMERICAN CENTURY INVESTMENTS


Fee is  currently an annual rate of 0.30% of the average net assets of the fund.
Further  information  about the  calculation  of the  annual  management  fee is
contained in the Statement of Additional Information.

    On the first  business day of each month,  the fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily closing value of the fund's net assets during the
previous  month,  and  further  multiplying  that  product  by a  fraction,  the
numerator  of  which  is the  number  of  days  in the  previous  month  and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  restricts
personal  investing  practices by  employees of the manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information  about the purchase or sale of securities in the fund's portfolio
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

    American Century  Services  Corporation,  American Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111, acts as transfer agent and dividend-paying
agent for the fund. It provides facilities, equipment and personnel to the fund,
and is paid for such services by the manager.

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

    Although there is no sales charge levied by the fund, transactions in shares
of the fund may be  executed  by brokers  or  investment  advisors  who charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the fund or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

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

    The manager and the transfer agent are both wholly owned by American Century
Companies,  Inc. (ACC). James E. Stowers Jr., Chairman of the Board of Directors
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its common
stock.

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

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.  The
fund and the  manager  depend  upon the  computer  systems  of  various  service
providers,  including  the  transfer  agent,  for their  day-to-day  operations.
Inadequate  remediation of the Year 2000 problem by these service  providers and
others  with whom they  interact  could  have an  adverse  effect on the  fund's
operations,  including  pricing,  securities  trading  and  settlement,  and the
provision of shareholder services.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       19


    The transfer agent, in cooperation with the manager, has assembled a team of
information  technology  professionals who are taking steps to address Year 2000
issues with respect to its own computers and to obtain  satisfactory  assurances
that  comparable  steps are being  taken by the fund's and the  manager's  other
major service  providers  and vendors.  The key phases of the  remediation  plan
include: an inventory of all internal systems,  vendor products and services and
data providers  (substantially  completed in 1997); an assessment of all systems
for date reliance and the impact of the century rollover on each  (substantially
completed  with respect to critical  systems in early 1998);  and the renovation
and  testing of  affected  systems  (targeted  for  completion  with  respect to
critical  systems by the end of 1998).  The manager will pay for the remediation
effort with revenues from its management fee, so that the fund will not directly
bear any of the cost.

   
    In light of these  remediation  efforts,  the  fund  does not  anticipate  a
material adverse impact on its business or operations.  However, there can be no
assurance  that the  remediation  plan  will be  sufficient  and  timely or that
interaction  with other  noncomplying  computer systems will not have a material
adverse effect on the fund's business, operations or financial condition.

    In  addition,  the issuers of the  securities  in which the fund invests may
have Year 2000  computer  problems.  Although  the media and various  regulatory
agencies  have  focused a great  deal of  attention  on the need for  issuers to
assess  and  remediate  these  problems,  their  failure to do so could hurt the
fund's performance.
    

DISTRIBUTION OF FUND SHARES

    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly owned indirect  subsidiary of Boston  Institutional  Group,  Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor. All purchase transactions in the fund are processed by the transfer
agent, which is authorized to accept any instructions relating to fund accounts.
All purchase orders must be accepted by the  distributor.  All fees and expenses
of FDI in acting as distributor for the fund are paid by the manager.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American  Century  Quantitative  Equity  Funds  is  an  open-end  management
investment  company.  Its business and affairs are managed by its officers under
the direction of its Board of Directors.

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

    American Century  Quantitative Equity Funds issues shares with no par value.
Each series is  commonly  referred to as a fund.  The assets  belonging  to each
series of shares are held  separately by the custodian and in effect each series
is a separate fund.

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

    The other classes of shares are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  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  manager  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


20   ADDITIONAL INFORMATION YOU SHOULD KNOW        AMERICAN CENTURY INVESTMENTS


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.

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

    Unless required by the Investment  Company Act, it will not be necessary for
the fund to hold annual meetings of shareholders.  As a result, shareholders may
not vote each year on the election of directors or the  appointment of auditors.
However,  pursuant to the fund's by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast  may  request  the fund to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

    WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN  THOSE  INSTANCES  WHERE  SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.


PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW      21


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

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

FAX: 816-340-7962

WWW.AMERICANCENTURY.COM

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

9806           [recycled logo]
SH-BKT-11996      Recycled
<PAGE>
                                   PROSPECTUS

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

                                  JULY 30, 1998

                                    AMERICAN
                                     CENTURY
                                      GROUP

                             Small Cap Quantitative

ADVISOR CLASS


                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS

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

                       AMERICAN CENTURY INVESTMENTS
- -------------------------------------------------------------------------------
        Benham                American Century          Twentieth Century
         Group                     Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                             Small Cap Quantitative


                                   PROSPECTUS

                                  JULY 30, 1998

                             Small Cap Quantitative

                                  ADVISOR CLASS

                  AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

    American  Century  Quantitative  Equity Funds is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  and  low-load
mutual funds  covering a variety of investment  opportunities.  One of the funds
from our American  Century Group of funds is described in this  Prospectus.  Its
investment objective is listed on page 2 of this Prospectus. The other funds are
described in separate prospectuses.

    The fund's shares offered in this  Prospectus (the Advisor Class shares) are
sold at their net asset value with no sales charges or commissions.  The Advisor
Class shares are subject to Rule 12b-1  shareholder  services  and  distribution
fees as described in this Prospectus.

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

    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated July 30,  1998,  and filed with the  Securities  and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                        AMERICAN CENTURY INVESTMENTS
                     4500 Main Street * P.O. Box 419385
              Kansas City, Missouri 64141-6385 * 1-800-345-3533
                      International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 * In Missouri: 816-444-3038
                         www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


PROSPECTUS                                                                  1


                        INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY SMALL CAP QUANTITATIVE FUND

    Small Cap  Quantitative  seeks long-term  capital  appreciation by investing
primarily in equity securities of small companies.

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

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


2      INVESTMENT OBJECTIVE                   AMERICAN CENTURY INVESTMENTS


                                TABLE OF CONTENTS

Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4

INFORMATION REGARDING THE FUND

Investment Policies of the Fund ...........................................    5
Risk Factors and Investment Techniques ....................................    5
Other Investment Practices, Their Characteristics
   and Risks ..............................................................    6
    Portfolio Turnover ....................................................    6
    Convertible Securities ................................................    6
    Futures Contracts and Options Thereon .................................    6
    Short-Term Instruments ................................................    6
    Foreign Securities ....................................................    7
    Other Techniques ......................................................    7
Performance Advertising ...................................................    7

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

How to Purchase and Sell
   American Century Funds .................................................    9
How to Exchange from One American Century
   Fund to Another ........................................................    9
How to Redeem Shares ......................................................    9
Telephone Services ........................................................    9
    Investors Line ........................................................    9

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   10
    When Share Price Is Determined ........................................   10
    How Share Price Is Determined .........................................   10
    Where to Find Information About Share Price ...........................   11
Distributions .............................................................   11
Taxes .....................................................................   12
    Tax-Deferred Accounts .................................................   12
    Taxable Accounts ......................................................   12
Management ................................................................   13
    Investment Management .................................................   13
    Code of Ethics ........................................................   14
    Transfer and Administrative Services ..................................   14
    Year 2000 Issues ......................................................   14
Distribution of Fund Shares ...............................................   15
    Service and Distribution Fees .........................................   15
Further Information About American Century ................................   15


PROSPECTUS                                        TABLE OF CONTENTS       3


                     TRANSACTION AND OPERATING EXPENSE TABLE

                                                                  Small Cap
                                                                 Quantitative

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ..........................  none
Maximum Sales Load Imposed on Reinvested Dividends ...............  none
Deferred Sales Load ..............................................  none
Redemption Fee ...................................................  none
Exchange Fee .....................................................  none

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)

Management Fees(1) ............................................... 0.65%
12b-1 Fees(2) .................................................... 0.50%
Other Expenses(3) ................................................ 0.01%
Total Fund Operating Expenses .................................... 1.16%

EXAMPLE

You would pay the following expenses                      1 year   $  12
on a $1,000 investment, assuming a                       3 years      37
5% annual return and redemption at                       5 years      64
the end of each time period:                            10 years     141

(1)  A portion of the management fee may be paid by American Century  Investment
     Management,  Inc. (the manager) to  unaffiliated  third parties who provide
     recordkeeping and administrative services that would otherwise be performed
     by  an  affiliate  of  the  manager.   See   "Management   -  Transfer  and
     Administrative Services," page 14.

(2)  The 12b-1 fee is designed to permit  investors  to purchase  Advisor  Class
     shares  through  broker-dealers,   banks,  insurance  companies  and  other
     financial  intermediaries.  A portion of the fee is used to compensate them
     for ongoing recordkeeping and administrative  services that would otherwise
     be  performed  by an  affiliate  of the  manager,  and a portion is used to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page 15.

(3)  Other  Expenses  include the fees and  expenses  of the fund's  independent
     directors, their legal counsel, interest and extraordinary expenses.

    The purpose of this table is to help you  understand  the various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of the fund offered by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

    NEITHER  THE 5% RATE OF  RETURN  NOR THE  EXPENSES  SHOWN  ABOVE  SHOULD  BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The shares  offered by this  Prospectus  are Advisor Class shares.  The fund
offers two other classes of shares,  one of which is primarily made available to
retail  investors  and one that is primarily  made  available  to  institutional
investors.  The other  classes have  different fee  structures  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  manager  for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. A difference in fees will result in different  performance
for the other classes. For additional information about the various classes, see
"Further Information About American Century," page 15.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


                         INFORMATION REGARDING THE FUND

 INVESTMENT POLICIES OF THE FUND

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

    Small Cap Quantitative's  investment  objective is to seek long-term capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

    The fund will invest  primarily in common  stocks of smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization that is not greater than the market capitalization of the largest
company contained in the S&P Small Cap 600 Index. The S&P Small Cap 600 Index is
a stock  index  that  tracks the  performance  of equity  securities  of smaller
capitalization companies. As of March 31, 1998, the largest company contained in
the S&P Small Cap 600 Index had a market  capitalization  of approximately  $3.7
billion,  while  the  median  company  contained  in  the  index  had  a  market
capitalization of approximately $554 million.

    The manager seeks a total return for Small Cap Quantitative that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

RISK FACTORS AND INVESTMENT TECHNIQUES

    The manager uses quantitative management strategies in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is to rank stocks based on their relative attractiveness.
The  attractiveness  of a stock is determined  analytically  by using a computer
model to combine value and growth  measures.  Examples of value measures include
price to book and price to cash flow ratios  while  examples of growth  measures
include the rate of growth of a  company's  earnings  and  changes in  analysts'
earnings estimates.

    The  second  approach  is  to  use a  technique  referred  to  as  portfolio
optimization. Using a computer, the manager constructs a portfolio (i.e. company
names and shares held in each) that seeks the optimal  tradeoff between the risk
of the  portfolio  relative to a benchmark  (i.e.  the S&P 600) and the expected
return of the portfolio as measured by the stock ranking model.

    Approximately 65% of the fund's portfolio holdings will be drawn from equity
securities of companies with a market  capitalization  within the range of those
which make up the S&P 600. As of March 31, 1998, that  capitalization  range was
$31 million to $3.7 billion.

    The fund's  investment  approach may cause it to be more heavily invested in
some industries than in others.  However,  the fund may not invest more than 25%
of its total assets in companies whose principal business  activities are in the
same industry.  In addition,  the fund is a "diversified"  investment company as
defined in the Investment Company Act of 1940 (the Investment Company Act). This
means that  investments in any single issuer are limited by  restrictions in the
Investment Company Act.

    The fund may  invest  in  securities  or engage  in  transactions  involving
instruments  other than equity  securities,  as discussed in the section  titled
"Other Investment Practices, Their Characteristics and Risks," page 6.


PROSPECTUS                           INFORMATION REGARDING THE FUND       5


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

    For additional information,  see "Investment  Restrictions" in the Statement
of Additional Information.

PORTFOLIO TURNOVER

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution  of the security in question to the fund's  objective.
The manager considers the rate of portfolio turnover when it determines a change
is in order to achieve the objective and,  accordingly,  under normal conditions
the annual portfolio turnover rate is not anticipated to exceed 150%.

    The  portfolio  turnover of the fund may be higher than other  mutual  funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater  brokerage  commissions  that the fund  pays  directly.
Higher  portfolio  turnover  also may increase the  likelihood  that the capital
gains,  if any,  realized and  distributed  by the fund will include  short-term
capital gains,  which are taxable as ordinary  income.  When a security is sold,
the manager seeks  whenever  possible to minimize the capital gain that would be
realized.

CONVERTIBLE SECURITIES

    Although the fund's equity  investments  consist  primarily of common stock,
the fund may buy securities  convertible into common stock,  such as convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.

FUTURES CONTRACTS AND OPTIONS THEREON

    The fund may buy or sell futures contracts  relating to groups of securities
or  indices  and  write or buy put and call  options  relating  to such  futures
contracts.

    For options sold, the fund will segregate cash or appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

    The fund will  deposit  cash or  appropriate  liquid  assets in a segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

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

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

    The ordinary spreads between prices in the cash and futures markets,  due to
the differences in the nature of those markets,  are subject to distortion.  Due
to the possibility of distortion,  a correct forecast of factors,  e.g. dividend
yields and short-term  interest  rates, by the manager may still not result in a
successful  transaction.  The manager may be incorrect in its expectations as to
the extent of various  factor  changes or the time span within which the changes
take place.

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

SHORT-TERM INSTRUMENTS

    For liquidity  purposes,  the fund may invest in  high-quality  money market
instruments with remaining maturities of one year or less.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


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

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

FOREIGN SECURITIES

    The fund may invest in securities of foreign issuers,  including instruments
that  trade on  domestic  or foreign  securities  exchanges  in U.S.  dollars or
foreign  currencies.  Securities  of  foreign  issuers  may be  affected  by the
strength of foreign  currencies  relative to the U.S.  dollar or by political or
economic developments in foreign countries. Foreign companies may not be subject
to accounting  standards or  governmental  regulations  comparable to those that
affect  U.S.  companies,  and there may be less public  information  about their
operations.

OTHER TECHNIQUES

    The manager  may buy other types of  securities  or employ  other  portfolio
management  techniques  on  behalf  of  a  fund,  including  reverse  repurchase
agreements.  When SEC  guidelines  require  it to do so, the fund will set aside
cash or  appropriate  liquid assets in a segregated  account to cover the fund's
obligations.

PERFORMANCE ADVERTISING

    From time to time, the fund may advertise performance data. Fund performance
may be shown  by  presenting  one or more  performance  measurements,  including
cumulative  total return or average  annual total  return,  yield and  effective
yield.  Performance data may be quoted  separately for the Advisor Class and for
the other classes.

    Cumulative  total  return data is computed by  considering  all  elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

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

    Yield is  calculated  by adding  over a 30-day  (or  one-month)  period  all
interest and dividend  income (net of fund  expenses)  calculated  on each day's
market  values,  dividing  this  sum  by  the  average  number  of  fund  shares
outstanding  during the period, and expressing the result as a percentage of the
fund's  share  price on the last day of the 30-day (or  one-month)  period.  The
percentage is then annualized.  Capital gains and losses are not included in the
calculation.

    Yields are calculated  according to accounting methods that are standardized
in  accordance  with SEC  rules  for all stock  and bond  funds.  Because  yield
accounting methods differ from the methods used for other accounting purposes, a
fund's yield may not equal the income paid on its shares or the income  reported
in the fund's financial statements.

    The fund also may include in  advertisements  data comparing its performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services,  Inc.) and publications that monitor the performance
of mutual funds.  Performance  information  may be quoted  numerically or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known  indices of market  performance.  Fund performance
also may be compared,  on a relative  basis,  to other funds in our fund family.
This relative comparison, which may be based upon historical fund performance or
historical  or  expected  volatility  or  other  fund  characteristics,  may  be
presented numerically, graphically or in text.


PROSPECTUS                            INFORMATION REGARDING THE FUND         7


Fund  performance  also may be combined or blended  with other funds in our fund
family,  and that  combined or blended  performance  may be compared to the same
indices to which individual funds may be compared.

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


8      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

    The following sections explain how to purchase,  exchange and redeem Advisor
Class shares of the funds offered by this Prospectus.

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one  account.  If you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

HOW TO PURCHASE AND SELL
AMERICAN CENTURY FUNDS

    The fund offered by this  Prospectus  is available as an  investment  option
under  your  employer-sponsored  retirement  or  savings  plan or  through or in
connection   with  a  program,   product  or  service  offered  by  a  financial
intermediary,  such as a bank,  broker-dealer or insurance company.  Because all
records  of your share  ownership  are  maintained  by your plan  sponsor,  plan
recordkeeper, or other financial intermediary,  all orders to purchase, exchange
and  redeem  shares  must be made  through  your  employer  or  other  financial
intermediary, as applicable.

    If  you  are   purchasing   through  a  retirement  or  savings  plan,   the
administrator of your plan or your employee benefits office can provide you with
information  on how to  participate  in your  plan  and how to  select  American
Century funds as an investment option.

    If you are purchasing through a financial  intermediary,  you should contact
your service  representative at the financial intermediary for information about
how to select American Century funds.

    If you have questions about a fund, see  "Investment  Policies of the Fund,"
page  5,  or  call  one  of  our  Institutional   Service   Representatives   at
1-800-345-3533.

    Orders to purchase shares are effective on the day we receive payment. See
"When Share Price Is Determined," page 10.

    We may  discontinue  offering  shares  generally in the fund  (including any
class of  shares  of the  fund) or in any  particular  state  without  notice to
shareholders.

HOW TO EXCHANGE FROM ONE AMERICAN CENTURY
FUND TO ANOTHER

    Your plan or program  may  permit you to  exchange  your  investment  in the
shares  of the fund for  shares of  another  fund in our  family.  See your plan
administrator, employee benefits office or financial intermediary for details on
the rules in your plan governing exchanges.

HOW TO REDEEM SHARES

    Subject to any  restrictions  imposed by your  employer's  plan or financial
intermediary's  program,  you can sell  (redeem)  your shares at their net asset
value  through  the plan or  financial  intermediary.  Your plan  administrator,
trustee,  financial intermediary or other designated person must provide us with
redemption instructions. The shares will be redeemed at the net asset value next
computed after receipt of the  instructions in good order. See "When Share Price
Is Determined," page 10. If you have any questions about how to redeem,  contact
your plan administrator,  employee benefits office, or service representative at
your financial intermediary, as applicable.

TELEPHONE SERVICES

INVESTORS LINE

    To  request  information  about our funds and a current  prospectus,  or get
answers to any  questions  that you may have about the funds and the services we
offer, call one of our Institutional Service Representatives at 1-800-345-3533.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       9


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

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

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

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

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

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

    If you invest in fund shares through an  employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
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  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 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.

HOW SHARE PRICE IS DETERMINED

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

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


10    ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


value as  determined  in  accordance  with  procedures  adopted  by the Board of
Directors.

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

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

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

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net asset  values of the  Investor  Class of the fund are  published  in
leading newspapers daily.  Because the total expense ratio for the Advisor Class
shares is 0.25% higher than the Investor  Class,  their net asset values will be
lower than the Investor Class.  The net asset value of the Advisor Class of each
fund may be obtained by calling us.

DISTRIBUTIONS

    Small Cap Quantitative's dividends are declared and paid quarterly in March,
June, September and December.

    THE OBJECTIVE OF SMALL CAP QUANTITATIVE IS CAPITAL  APPRECIATION AND NOT THE
PRODUCTION OF  DISTRIBUTIONS.  YOU ARE ENCOURAGED TO MEASURE THE SUCCESS OF YOUR
INVESTMENT  BY THE VALUE OF YOUR  INVESTMENT  AT ANY  GIVEN  TIME AND NOT BY THE
DISTRIBUTIONS YOU RECEIVE.

    You will  begin to  participate  in the  distributions  the day  after  your
purchase is  effective.  See "When Share Price Is  Determined,"  page 10. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

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

    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least 59 (1)/(2) years old or permanently and totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

    A  distribution  on  shares of a fund  does not  increase  the value of your
shares or your total return. At any given time the value of your shares includes
the  undistributed  net  gains,  if any,  realized  by the  fund on the  sale of
portfolio securities,  and undistributed  dividends and interest received,  less
fund expenses.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       11


    Because such gains and  dividends  are included in the price of your shares,
when they are  distributed  the price of your shares is reduced by the amount of
the  distribution.  If you buy your shares through a taxable account just before
the distribution,  you will pay the full price for your shares, and then receive
a portion of the  purchase  price back as a taxable  distribution.  See "Taxes,"
this page.

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income,  except as described  below. The dividends from net income may
qualify for the 70% dividends  received deduction for corporations to the extent
that the  fund  held  shares  receiving  the  dividend  for  more  than 45 days.
Distributions  from gains on assets  held longer than 12 months but no more than
18 months  (28% rate gain)  and/or  assets  held longer than 18 months (20% rate
gain) are taxable as long-term  gains  regardless of the length of time you have
held the shares.  However,  you should note that any loss realized upon the sale
or  redemption  of  shares  held for six  months or less  will be  treated  as a
long-term  capital loss to the extent of any  distribution of long-term  capital
gain (28% or 20% rate gain) to you with respect to such shares.

    Distributions  are taxable to you  regardless  of whether  they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution,  you must pay income taxes on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

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

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

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


12     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


    Redemption of shares of a fund  (including  redemptions  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally  will be considered  long-term,  subject to
tax at a maximum rate of 28%, if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20%, if shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.

    In addition to the federal income tax consequences  described above relating
to an  investment  in a fund,  there  may be other  federal,  state or local tax
considerations  that depend upon the circumstances of each particular  investor.
Prospective  shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

    The fund is a diversified,  open-end series of American Century Quantitative
Equity Funds (the company). Under the laws of the State of California, the Board
of  Directors  is  responsible  for  managing  the  business  and affairs of the
company. Acting pursuant to an investment management agreement entered into with
the fund, American Century Investment Management,  Inc. serves as the manager of
the fund. Its principal place of business is American  Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment  portfolio of the fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objective.  Individual  portfolio  manager  members  of the team also may adjust
portfolio  holdings of the fund or of sectors of the fund as  necessary  between
team   meetings.   John   Schniedwind,   Senior   Vice   President   and   Group
Leader--Quantitative Equity, supervises the team that manages the fund.

    The portfolio  manager  members of the team managing the fund and their work
experience for the last five years are as follows:

    KURT  BORGWARDT,   Vice  President,   Portfolio   Manager  and  Director  of
Quantitative  Equity Research,  joined American Century in 1990, and has managed
the quantitative equity research effort since then.

    WILLIAM  MARTIN,  Vice  President and  Portfolio  Manager,  joined  American
Century in 1989.

    The  activities  of the manager are subject only to directions of the fund's
Board of  Directors.  The  manager  pays  all the  expenses  of the fund  except
brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

    For the services  provided to the funds,  the manager receives a monthly fee
based on a percentage of the average net assets of each fund. The annual rate at
which this fee is assessed is determined monthly in a two-step process: First, a
fee rate  schedule  is  applied  to the  assets  of all of the funds in a fund's
investment  category  that are managed by the manager (the  Investment  Category
Fee). The three  investment  categories are: Money Market Funds,  Bond Funds and
Equity Funds.  Second,  a separate fee rate schedule is applied to the assets of
all of the funds  managed by the  manager  (the  Complex  Fee).  The  Investment
Category  Fee and the  Complex  Fee are then  added  to  determine  the  unified
management  fee payable by the fund to the manager.  Currently,  the  Investment
Category  Fee for the fund is an annual  rate of 0.60% of the average net assets
of the fund. The Complex


PROSPECTUS                       ADDITIONAL INFORMATION YOU SHOULD KNOW     13


Fee is  currently an annual rate of 0.05% of the average net assets of the fund.
Further  information  about the  calculation  of the  annual  management  fee is
contained in the Statement of Additional Information.

    On the first  business day of each month,  the fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily closing value of the fund's net assets during the
previous  month,  and  further  multiplying  that  product  by a  fraction,  the
numerator  of  which  is the  number  of  days  in the  previous  month  and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  restricts
personal  investing  practices by  employees of the manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information  about the purchase or sale of securities in the fund's portfolio
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

    American Century  Services  Corporation,  American Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111, acts as transfer agent and dividend-paying
agent for the fund. It provides facilities, equipment and personnel to the fund,
and is paid for such services by the manager.

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

    The manager and the transfer agent are both wholly owned by American Century
Companies,  Inc. (ACC). James E. Stowers Jr., Chairman of the Board of Directors
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its common
stock.

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

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.  The
fund and the  manager  depend  upon the  computer  systems  of  various  service
providers,  including  the  transfer  agent,  for their  day-to-day  operations.
Inadequate  remediation of the Year 2000 problem by these service  providers and
others  with whom they  interact  could  have an  adverse  effect on the  fund's
operations,  including  pricing,  securities  trading  and  settlement,  and the
provision of shareholder services.

    The transfer agent, in cooperation with the manager, has assembled a team of
information  technology  professionals who are taking steps to address Year 2000
issues with respect to its own computers and to obtain  satisfactory  assurances
that  comparable  steps are being  taken by the fund's and the  manager's  other
major service  providers  and vendors.  The key phases of the  remediation  plan
include: an inventory of all internal systems,  vendor products and services and
data providers  (substantially  completed in 1997); an assessment of all systems
for date reliance and the impact of the century rollover on each  (substantially
completed  with respect to critical  systems in early 1998);  and the renovation
and  testing of  affected  systems  (targeted  for  completion  with  respect to
critical  systems by the end of 1998).  The manager will pay for the remediation
effort with revenues from its management fee, so that the fund will not directly
bear any of the cost.
       

14    ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY  INVESTMENTS

   
    In light of these  remediation  efforts,  the  fund  does not  anticipate  a
material adverse impact on its business or operations.  However, there can be no
assurance  that the  remediation  plan  will be  sufficient  and  timely or that
interaction  with other  noncomplying  computer systems will not have a material
adverse effect on the fund's business, operations or financial condition.

    In  addition,  the issuers of the  securities  in which the fund invests may
have Year 2000  computer  problems.  Although  the media and various  regulatory
agencies  have  focused a great  deal of  attention  on the need for  issuers to
assess  and  remediate  these  problems,  their  failure to do so could hurt the
fund's performance.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly owned indirect  subsidiary of Boston  Institutional  Group,  Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  As agent  for the fund and the  manager,  the  distributor  enters  into
contracts  with various  banks,  broker-dealers,  insurance  companies and other
financial  intermediaries  with respect to the sale of the fund's  shares and/or
the use of the fund's shares in various financial  services.  The manager (or an
affiliate) pays all expenses  incurred in promoting sales of, and  distributing,
the  Advisor  Class and in  securing  such  services  out of the Rule 12b-1 fees
described in the section that follows.
    

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor. All purchase transactions in the fund are processed by the transfer
agent, which is authorized to accept any instructions relating to fund accounts.
All purchase orders must be accepted by the  distributor.  All fees and expenses
of FDI in acting as distributor for the fund are paid by the manager.

SERVICE AND DISTRIBUTION FEES

    Rule  12b-1  adopted by the SEC under the  Investment  Company  Act  permits
investment  companies  that  adopt  a  written  plan  to  pay  certain  expenses
associated  with the  distribution  of their shares.  Pursuant to that rule, the
fund's  Board of Directors  and the initial  shareholder  of the fund's  Advisor
Class  shares  have  approved  and  entered  into  a  Master   Distribution  and
Shareholder Services Plan (the Plan) with the distributor. Pursuant to the Plan,
the fund pays a shareholder  services fee and a distribution  fee, each equal to
0.25%  (for a total of 0.50%) per annum of the  average  daily net assets of the
shares of the fund's Advisor Class. The shareholder services fee is paid for the
purpose of paying the costs of securing certain  shareholder and  administrative
services,  and the  distribution fee is paid for the purpose of paying the costs
of providing various  distribution  services.  All or a portion of such fees are
paid by the manager, as paying agent for the fund, to the banks, broker-dealers,
insurance companies or other financial  intermediaries through which such shares
are made available.

    The Plan has been adopted and will be  administered  in accordance  with the
requirements  of Rule 12b-1 under the  Investment  Company Act.  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. Fees paid pursuant to the Plan may be paid for shareholder services
and the maintenance of accounts and therefore may constitute  "service fees" for
purposes of applicable rules of the National Association of Securities Dealers.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American  Century  Quantitative  Equity  Funds  is  an  open-end  management
investment  company.  Its business and affairs are managed by its officers under
the direction of its Board of Directors.

    The  principal  office  of the fund is  American  Century  Tower,  4500 Main
Street, P.O. Box 419385, Kansas City, Missouri 64141-6385.  All inquiries may be
made by mail to that address,  or by telephone at 1-800-345-3533  (international
calls: 816-531-5575).

    American Century  Quantitative Equity Funds issues shares with no par value.
Each series is  commonly  referred to as a fund.  The assets  belonging  to each
series of shares are held  separately by the custodian and in effect each series
is a separate fund.

    American  Century  offers three classes of each of the funds offered by this
Prospectus: an Investor Class, an Institutional Class and an Advisor Class.


PROSPECTUS                     ADDITIONAL INFORMATION YOU SHOULD KNOW      15


The shares offered by this Prospectus are Advisor Class shares.

    The Investor  Class is primarily  made  available to retail  investors.  The
Institutional  Class is primarily offered to institutional  investors or through
institutional distribution channels, such as employer-sponsored retirement plans
or  through  banks,  broker-dealers,  insurance  companies  or  other  financial
intermediaries.  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  manager  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.

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

    Unless required by the Investment  Company Act, it will not be necessary for
the fund to hold annual meetings of shareholders.  As a result, shareholders may
not vote each year on the election of directors or the  appointment of auditors.
However,  pursuant to the fund's by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast  may  request  the fund to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

    WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN  THOSE  INSTANCES  WHERE  SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.


16     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


                                      NOTES


PROSPECTUS                                                   NOTES       17


P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385

INSTITUTIONAL SERVICES:
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4655

WWW.AMERICANCENTURY.COM

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

9806           [recycled logo]
SH-BKT-11997      Recycled
<PAGE>
                                   PROSPECTUS

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


                                  JULY 30, 1998

                                    AMERICAN
                                     CENTURY
                                      GROUP

                             Small Cap Quantitative

INSTITUTIONAL CLASS


                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS

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

                          AMERICAN CENTURY INVESTMENTS
- -------------------------------------------------------------------------------
        Benham                American Century          Twentieth Century
         Group                     Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                             Small Cap Quantitative


                                   PROSPECTUS

                                  JULY 30, 1998

                             Small Cap Quantitative

                               INSTITUTIONAL CLASS

                  AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

    American  Century  Quantitative  Equity Funds is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering  a variety  of  investment  opportunities.  One of the  funds  from our
American Century Group of funds is described in this Prospectus.  Its investment
objective is listed on page 2 of this Prospectus.  The other funds are described
in separate prospectuses.

    The  fund's  shares  offered in this  Prospectus  (the  Institutional  Class
shares) are sold at their net asset value with no sales charges or commissions.

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

    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated July 30,  1998,  and filed with the  Securities  and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                          AMERICAN CENTURY INVESTMENTS
                       4500 Main Street * P.O. Box 419385
                Kansas City, Missouri 64141-6385 * 1-800-345-3533
                    International calls: 816-531-5575
                  Telecommunications Device for the Deaf:
                1-800-345-1833 * In Missouri: 816-444-3038
                         www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


PROSPECTUS                                                                1


                        INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY SMALL CAP QUANTITATIVE FUND

    Small Cap  Quantitative  seeks long-term  capital  appreciation by investing
primarily in equity securities of small companies.

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

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


2      INVESTMENT OBJECTIVE                   AMERICAN CENTURY INVESTMENTS


                                TABLE OF CONTENTS

Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4

INFORMATION REGARDING THE FUND

Investment Policies of the Fund ...........................................    5
Risk Factors and Investment Techniques ....................................    5
Other Investment Practices, Their Characteristics
   and Risks ..............................................................    6
    Portfolio Turnover ....................................................    6
    Convertible Securities ................................................    6
    Futures Contracts and Options Thereon .................................    6
    Short-Term Instruments ................................................    6
    Foreign Securities ....................................................    7
    Other Techniques ......................................................    7
Performance Advertising ...................................................    7

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................    9
Investing in American Century .............................................    9
How to Open an Account ....................................................    9
         By Mail ..........................................................    9
         By Wire ..........................................................    9
         By Exchange ......................................................    9
         In Person ........................................................   10
    Subsequent Investments ................................................   10
         By Mail ..........................................................   10
         By Telephone .....................................................   10
         By Wire ..........................................................   10
         In Person ........................................................   10
    Automatic Investment Plan .............................................   10
Minimum Investment ........................................................   10
How to Exchange from One Account to Another ...............................   10
         By Mail ..........................................................   11
         By Telephone .....................................................   11
How to Redeem Shares ......................................................   11
         By Mail ..........................................................   11
         By Telephone .....................................................   11
         By Check-A-Month .................................................   11
         Other Automatic Redemptions ......................................   11
    Redemption Proceeds ...................................................   11
         By Check .........................................................   11
         By Wire and ACH ..................................................   11
Signature Guarantee .......................................................   11
Special Shareholder Services ..............................................   12
         Open Order Service ...............................................   12
         Tax-Qualified Retirement Plans ...................................   12
Important Policies Regarding Your Investments .............................   12
Reports to Shareholders ...................................................   13
Customers of Banks, Broker-Dealers and Other
   Financial Intermediaries ...............................................   14

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   15
    When Share Price Is Determined ........................................   15
    How Share Price Is Determined .........................................   15
    Where to Find Information About Share Price ...........................   16
Distributions .............................................................   16
Taxes .....................................................................   17
    Tax-Deferred Accounts .................................................   17
    Taxable Accounts ......................................................   17
Management ................................................................   18
    Investment Management .................................................   18
    Code of Ethics ........................................................   19
    Transfer and Administrative Services ..................................   19
    Year 2000 Issues ......................................................   19
Distribution of Fund Shares ...............................................   20
Further Information About American Century ................................   20


PROSPECTUS                                        TABLE OF CONTENTS       3


                     TRANSACTION AND OPERATING EXPENSE TABLE

                                                                   Small Cap
                                                                  Quantitative

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ............................ none
Maximum Sales Load Imposed on Reinvested Dividends ................. none
Deferred Sales Load ................................................ none
Redemption Fee ..................................................... none
Exchange Fee ....................................................... none

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)

Management Fees(1) .................................................0.70%
12b-1 Fees ......................................................... none
Other Expenses(2) ..................................................0.01%
Total Fund Operating Expenses ......................................0.71%

EXAMPLE

You would pay the following expenses                       1 year    $  7
on a $1,000 investment, assuming a                        3 years      23
5% annual return and redemption at                        5 years      40
the end of each time period:                             10 years      88

(1)  A portion of the management fee may be paid by American Century  Investment
     Management,  Inc. (the manager) to  unaffiliated  third parties who provide
     recordkeeping and administrative services that would otherwise be performed
     by  an  affiliate  of  the  manager.   See   "Management   -  Transfer  and
     Administrative Services," page 19.

(2)  Other  Expenses  include the fees and  expenses  of the fund's  independent
     directors, their legal counsel, interest and extraordinary expenses.

    The purpose of this table is to help you  understand  the various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of the fund offered by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

    NEITHER  THE 5% RATE OF  RETURN  NOR THE  EXPENSES  SHOWN  ABOVE  SHOULD  BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The shares offered by this Prospectus are  Institutional  Class shares.  The
fund  offers  two  other  classes  of  shares,  one of which is  primarily  made
available  to retail  investors  and one that is  primarily  made  available  to
financial  intermediaries.  The other classes have different fee structures 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 manager
for core investment advisory services. Accordingly, the core investment advisory
expenses do not vary by class.  A  difference  in fees will result in  different
performance for the other class.  For additional  information  about the various
classes, see "Further Information About American Century," page 20.


4    TRANSACTION AND OPERATING EXPENSE TABLE    AMERICAN CENTURY INVESTMENTS


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

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

    Small Cap Quantitative's  investment  objective is to seek long-term capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

    The fund will invest  primarily in common  stocks of smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization that is not greater than the market capitalization of the largest
company contained in the S&P Small Cap 600 Index. The S&P Small Cap 600 Index is
a stock  index  that  tracks the  performance  of equity  securities  of smaller
capitalization companies. As of March 31, 1998, the largest company contained in
the S&P Small Cap 600 Index had a market  capitalization  of approximately  $3.7
billion,  while  the  median  company  contained  in  the  index  had  a  market
capitalization of approximately $554 million.

    The manager seeks a total return for Small Cap Quantitative that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

RISK FACTORS AND INVESTMENT TECHNIQUES

    The manager uses quantitative management strategies in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is to rank stocks based on their relative attractiveness.
The  attractiveness  of a stock is determined  analytically  by using a computer
model to combine value and growth  measures.  Examples of value measures include
price to book and price to cash flow ratios  while  examples of growth  measures
include the rate of growth of a  company's  earnings  and  changes in  analysts'
earnings estimates.

    The  second  approach  is  to  use a  technique  referred  to  as  portfolio
optimization. Using a computer, the manager constructs a portfolio (i.e. company
names and shares held in each) that seeks the optimal  tradeoff between the risk
of the  portfolio  relative to a benchmark  (i.e.  the S&P 600) and the expected
return of the portfolio as measured by the stock ranking model.

    Approximately 65% of the fund's portfolio holdings will be drawn from equity
securities of companies with a market  capitalization  within the range of those
which make up the S&P 600. As of March 31, 1998, that  capitalization  range was
$31 million to $3.7 billion.

    The fund's  investment  approach may cause it to be more heavily invested in
some industries than in others.  However,  the fund may not invest more than 25%
of its total assets in companies whose principal business  activities are in the
same industry.  In addition,  the fund is a "diversified"  investment company as
defined in the Investment Company Act of 1940 (the Investment Company Act). This
means that  investments in any single issuer are limited by  restrictions in the
Investment Company Act.

    The fund may  invest  in  securities  or engage  in  transactions  involving
instruments  other than equity  securities,  as discussed in the section  titled
"Other Investment Practices, Their Characteristics and Risks," page 6.


PROSPECTUS                           INFORMATION REGARDING THE FUND       5


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

    For additional information,  see "Investment  Restrictions" in the Statement
of Additional Information.

PORTFOLIO TURNOVER

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution  of the security in question to the fund's  objective.
The manager considers the rate of portfolio turnover when it determines a change
is in order to achieve the objective and,  accordingly,  under normal conditions
the annual portfolio turnover rate is not anticipated to exceed 150%.

    The  portfolio  turnover of the fund may be higher than other  mutual  funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater  brokerage  commissions  that the fund  pays  directly.
Higher  portfolio  turnover  also may increase the  likelihood  that the capital
gains,  if any,  realized and  distributed  by the fund will include  short-term
capital gains,  which are taxable as ordinary  income.  When a security is sold,
the manager seeks  whenever  possible to minimize the capital gain that would be
realized.

CONVERTIBLE SECURITIES

    Although the fund's equity  investments  consist  primarily of common stock,
the fund may buy securities  convertible into common stock,  such as convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.

FUTURES CONTRACTS AND OPTIONS THEREON

    The fund may buy or sell futures contracts  relating to groups of securities
or  indices  and  write or buy put and call  options  relating  to such  futures
contracts.

    For options sold, the fund will segregate cash or appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

    The fund will  deposit  cash or  appropriate  liquid  assets in a segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

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

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

    The ordinary spreads between prices in the cash and futures markets,  due to
the differences in the nature of those markets,  are subject to distortion.  Due
to the possibility of distortion,  a correct forecast of factors,  e.g. dividend
yields and short-term  interest  rates, by the manager may still not result in a
successful  transaction.  The manager may be incorrect in its expectations as to
the extent of various  factor  changes or the time span within which the changes
take place.

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

SHORT-TERM INSTRUMENTS

    For liquidity  purposes,  the fund may invest in  high-quality  money market
instruments with remaining maturities of one year or less.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


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

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

FOREIGN SECURITIES

    The fund may invest in securities of foreign issuers,  including instruments
that  trade on  domestic  or foreign  securities  exchanges  in U.S.  dollars or
foreign  currencies.  Securities  of  foreign  issuers  may be  affected  by the
strength of foreign  currencies  relative to the U.S.  dollar or by political or
economic developments in foreign countries. Foreign companies may not be subject
to accounting  standards or  governmental  regulations  comparable to those that
affect  U.S.  companies,  and there may be less public  information  about their
operations.

OTHER TECHNIQUES

    The manager  may buy other types of  securities  or employ  other  portfolio
management  techniques  on  behalf  of  a  fund,  including  reverse  repurchase
agreements.  When SEC  guidelines  require  it to do so, the fund will set aside
cash or  appropriate  liquid assets in a segregated  account to cover the fund's
obligations.

PERFORMANCE ADVERTISING

    From  time  to  time,  the  funds  may  advertise   performance  data.  Fund
performance  may be shown by presenting  one or more  performance  measurements,
including  cumulative  total return or average  annual total  return,  yield and
effective  yield.  Performance  data may be quoted  separately  for the Investor
Class and for the other classes.

    Cumulative  total  return data is computed by  considering  all  elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

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

    Yield is  calculated  by adding  over a 30-day  (or  one-month)  period  all
interest and dividend  income (net of fund  expenses)  calculated  on each day's
market  values,  dividing  this  sum  by  the  average  number  of  fund  shares
outstanding  during the period, and expressing the result as a percentage of the
fund's  share  price on the last day of the 30-day (or  one-month)  period.  The
percentage is then annualized.  Capital gains and losses are not included in the
calculation.

    Yields are calculated  according to accounting methods that are standardized
in  accordance  with SEC  rules  for all stock  and bond  funds.  Because  yield
accounting methods differ from the methods used for other accounting purposes, a
fund's yield may not equal the income paid on its shares or the income  reported
in the fund's financial statements.

    The fund also may include in  advertisements  data comparing its performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services,  Inc.) and publications that monitor the performance
of mutual funds.  Performance  information  may be quoted  numerically or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known  indices of market  performance.  Fund performance
also may be compared,  on a relative  basis,  to other funds in our fund family.
This relative comparison, which may be based upon historical fund performance or
historical  or  expected  volatility  or  other  fund  characteristics,  may  be
presented numerically, graphically or in text.


PROSPECTUS                          INFORMATION REGARDING THE FUND       7


Fund  performance  also may be combined or blended  with other funds in our fund
family,  and that  combined or blended  performance  may be compared to the same
indices to which individual funds may be compared.

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


8      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    Small Cap Quantitative is a part of the American Century  Investments family
of mutual funds.  Our family provides a full range of investment  opportunities,
from the aggressive  equity growth funds in our Twentieth  Century Group, to the
fixed income funds in our Benham Group, to the moderate risk and specialty funds
in our American  Century  Group.  Please call  1-800-345-3533  for a brochure or
prospectuses for the other funds in the American Century Investments family.

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one  account.  If you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

    The  following  sections  explain how to invest in American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

    If  you  own  or  are   considering   purchasing   fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Minimum Investment," page 10 and "Customers of Banks,  Broker-Dealers and Other
Financial Intermediaries," page 14.

HOW TO OPEN AN ACCOUNT

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

    You may invest in the following ways:

BY MAIL

    Send a  completed  application  and  check or money  order  payable  in U.S.
dollars to American Century Investments.

BY WIRE

*  RECEIVING BANK AND ROUTING NUMBER:
   Commerce Bank, N.A. (101000019)

*  BENEFICIARY (BNF):
   American Century Services Corporation
   4500 Main St., Kansas City, Missouri 64111

*  BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
   2804918

*  REFERENCE FOR BENEFICIARY (RFB):
   American  Century  account number into which you are investing.  If more than
   one, leave blank and see Bank to Bank Information below.

*  ORIGINATOR TO BENEFICIARY (OBI):
   Name and address of owner of account into which you are investing.

*  BANK TO BANK INFORMATION
  (BBI OR FREE FORM TEXT):

    *    Taxpayer identification or Social Security
         number.

    *    If more than one account,  account numbers and amount to be invested in
         each account.

    *    Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether  traditional  IRA, Roth IRA,  Education IRA,  SEP-IRA,
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.

BY EXCHANGE

    Call 1-800-345-3533 from 7 a.m. to 7 p.m. Central time to get information on
opening an account by exchanging from another American Century account. See page
10 for more information on exchanges.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       9


IN PERSON

    If you prefer to work with a representative  in person,  please visit one of
our Investor Centers, located at:

    4500 Main Street
    Kansas City, Missouri 64111

    4917 Town Center Drive
    Leawood, Kansas 66211

    1665 Charleston Road
    Mountain View, California 94043

    2000 S. Colorado Blvd.
    Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

    Subsequent  investments  may  be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "Automatic Investment Plan," this page) or by any
of  the  methods  below.  The  minimum  investment  requirement  for  subsequent
investments is $250 for checks submitted  without the investment slip portion of
a previous  statement or confirmation  and $50 for all other types of subsequent
investments.

BY MAIL

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

BY TELEPHONE

    Upon  completion of your  application and once your account is open, you may
make investments by telephone.  You may call an Investor Services Representative
or use our Automated Information Line.

BY WIRE

    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on pages 9-10 and indicate your account number.

IN PERSON

    You  may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

    By completing the application and electing to make investments automatically
we will draw on your bank account  regularly.  Such investments must be at least
the  equivalent  of $50 per month.  You also may choose an automatic  payroll or
government  direct  deposit.  If you are  establishing a new account,  check the
appropriate box under  "Automatic  Investments"  on your  application to receive
more  information.  If you would  like to add a direct  deposit  to an  existing
account, please call an Institutional Service Representative.

MINIMUM INVESTMENT

    The  minimum  investment  is $5  million  ($3  million  for  endowments  and
foundations).  If you  invest  with us  through a bank,  broker-dealer  or other
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).  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 shares.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

    As long as you meet any minimum  investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request will be processed as of the same day it is received,  if it is
received  before the fund's net asset values are  calculated,  which is one hour
prior to the close of the New York Stock  Exchange  for funds issued by American
Century Target  Maturities Trust and at the close of the Exchange for all of our
other


10  HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS AMERICAN CENTURY INVESTMENTS


funds. See "When Share Price Is Determined,"  page 15.

    For any single exchange,  the shares of each fund being acquired must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

BY MAIL

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

BY TELEPHONE

    You can make  exchanges  over the telephone  upon  completion and receipt of
your application or by calling us at 1-800-345-3533 to get the appropriate form.

HOW TO REDEEM SHARES

    We will  redeem or "buy back" your shares at any time.  Redemptions  will be
made at the next net asset value determined after a complete  redemption request
is received.

    Please note that a request to redeem shares in an IRA or 403(b) plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

BY MAIL

    Your  written  instructions  to  redeem  shares  may  be  made  either  by a
redemption  form,  which we will  send you upon  request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," this page.

BY TELEPHONE

    Upon  completion of your  application and once your account is open, you may
redeem your shares by calling an Institutional Service Representative.

BY CHECK-A-MONTH

    You may redeem shares by Check-A-Month.  A Check-A-Month  plan automatically
redeems  enough  shares  each month to provide you with a check in an amount you
choose  (minimum $50). To set up a Check-A-Month  plan,  please call and request
our Check-A-Month brochure.

OTHER AUTOMATIC REDEMPTIONS

    You may elect to make  redemptions  automatically  by authorizing us to send
funds to you or to your account at a bank or other financial institution. To set
up automatic redemptions, call an Institutional Service Representative.

REDEMPTION PROCEEDS

    Please  note that  shortly  after a  purchase  of shares is made by check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

    Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

    Ordinarily,  all  redemption  checks will be made payable to the  registered
owner of the shares and will be mailed only to the  address of record.  For more
information, please refer to our Investor Services Guide.

BY WIRE AND ACH

    You may authorize us to transmit  redemption  proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

    Your bank usually will receive wired funds within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Once the funds are transmitted,  the time of receipt and the funds' availability
are not under our control.

SIGNATURE GUARANTEE

    To protect  your  accounts  from fraud,  some  transactions  will  require a
signature  guarantee.  You can obtain a signature guarantee from a bank or trust
company,  credit  union,  broker-dealer,  securities  exchange  or  association,
clearing agency or savings association, as defined by federal law.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       11


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

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

SPECIAL SHAREHOLDER SERVICES

    We offer several  services to make your account easier to manage.  These are
listed on the account application.  You will find more information about each of
these services in our Investor Services Guide.

    Our special shareholder services include:

OPEN ORDER SERVICE

    Through our open order  service,  you may  designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced  fund by exchange to one
of our money market funds.  The  designated  purchase  price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed.  If the designated price
is  met  within  90  calendar   days,  we  will  execute  your  exchange   order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

    If the fund you have selected  deducts a distribution  from its share price,
your order  price will be  adjusted  accordingly  so the  distribution  does not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register  the  account  from which the shares are to be  redeemed,  your open
order will be canceled.

    Because of their time-sensitive nature, open order transactions are accepted
only by  telephone  or in person.  These  transactions  are  subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

    The fund is available for your  tax-deferred  retirement plan. Call or write
us and request the appropriate forms for:

    *    Individual Retirement Accounts (IRAs);

    *    403(b)plans for employees of public school
         systems and non-profit organizations; or

    *    Profit sharing plans and pension plans for
         corporations and other employers.

    If your IRA and  403(b)  accounts  do not total  $10,000,  each  account  is
subject to an annual $10 fee, up to a total of $30 per year.

    You also can transfer your  tax-deferred  plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

    Every  account is subject to policies  that could  affect  your  investment.
Please refer to the Investor  Services Guide for further  information  about the
policies discussed below, as well as further detail about the services we offer.

  (1)    We reserve the right for any reason to suspend  the  offering of shares
         for a  period  of  time,  or to  reject  any  specific  purchase  order
         (including  purchases  by  exchange).  Additionally,  purchases  may be
         refused  if, in the  opinion  of the  manager,  they are of a size that
         would disrupt the management of the fund.

  (2)    We  reserve  the  right  to  make  changes  to  any  stated  investment
         requirements,  including those that relate to purchases,  transfers and
         redemptions.  In addition,  we also may alter,  add to or terminate any
         investor   services  and   privileges.   Any  changes  may  affect  all
         shareholders or only certain series or classes of shareholders.

  (3)    Shares  being  acquired  must be  qualified  for sale in your  state of
         residence.

  (4)    Transactions  requesting  a  specific  price and date,  other than open
         orders, will be refused.  Once you have mailed or otherwise transmitted
         your  transaction  instructions  to us,  they  may not be  modified  or
         canceled.


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


  (5)    If a transaction request is made by a corporation,  partnership, trust,
         fiduciary,  agent  or  unincorporated   association,  we  will  require
         evidence  satisfactory to us of the authority of the individual  making
         the request.

  (6)    We have established  procedures  designed to assure the authenticity of
         instructions received by telephone. These procedures include requesting
         personal  identification  from callers,  recording telephone calls, and
         providing  written  confirmations  of  telephone  transactions.   These
         procedures are designed to protect  shareholders  from  unauthorized or
         fraudulent  instructions.  If we do not employ reasonable procedures to
         confirm  the  genuineness  of  instructions,  then we may be liable for
         losses due to unauthorized or fraudulent instructions. The company, its
         transfer agent and manager will not be responsible  for any loss due to
         instructions they reasonably believe are genuine.

  (7)    All   signatures   should  be  exactly  as  the  name  appears  in  the
         registration.  If the owner's name appears in the  registration as Mary
         Elizabeth Jones, she should sign that way and not as Mary E. Jones.

  (8)    Unusual  stock  market  conditions  have  in the  past  resulted  in an
         increase  in  the  number  of  shareholder   telephone  calls.  If  you
         experience  difficulty in reaching us during such periods, you may send
         your transaction instructions by mail, express mail or courier service,
         or you may  visit  one of our  Investor  Centers.  You also may use our
         Automated Information Line if you have requested and received an access
         code and are not attempting to redeem shares.

  (9)    If  you  fail  to  provide  us  with  the  correct  certified  taxpayer
         identification  number, we may reduce any redemption proceeds by $50 to
         cover the  penalty the IRS will impose on us for failure to report your
         correct taxpayer identification number on information reports.

  (10)   We will perform special inquiries on shareholder  accounts.  A research
         fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

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

    With the  exception of most  automatic  transactions,  each time you invest,
redeem,  transfer or exchange  shares,  we will send you a  confirmation  of the
transaction. See the Investor Services Guide for more detail.

    Carefully  review  all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately in writing if there is an error.  If you
fail to provide  notification  of an error  with  reasonable  promptness,  i.e.,
within 30 days of  non-automatic  transactions  or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

    No later than January 31 of each year, we will send you reports that you may
use in completing your U.S. income tax return.  See the Investor  Services Guide
for more information.

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


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       13


CUSTOMERS OF BANKS, BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARIES

    Information   contained  in  our  Investor   Services   Guide   pertains  to
shareholders  who invest  directly with American  Century  rather than through a
bank, broker-dealer or other financial intermediary.

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

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


14 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

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

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

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

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

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

    If you invest in fund shares through an  employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
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  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 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.

HOW SHARE PRICE IS DETERMINED

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

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


PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW       15


value as  determined  in  accordance  with  procedures  adopted  by the Board of
Directors.

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

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

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

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net  asset  values  of the  Investor  Class  are  published  in  leading
newspapers  daily. The net asset value of the  Institutional  Class of each fund
may be obtained by calling us.

DISTRIBUTIONS

    Small Cap Quantitative's dividends are declared and paid quarterly in March,
June, September and December.

    THE OBJECTIVE OF SMALL CAP QUANTITATIVE IS CAPITAL  APPRECIATION AND NOT THE
PRODUCTION OF  DISTRIBUTIONS.  YOU ARE ENCOURAGED TO MEASURE THE SUCCESS OF YOUR
INVESTMENT  BY THE VALUE OF YOUR  INVESTMENT  AT ANY  GIVEN  TIME AND NOT BY THE
DISTRIBUTIONS YOU RECEIVE.

    You will  begin to  participate  in the  distributions  the day  after  your
purchase is  effective.  See "When Share Price Is  Determined,"  page 15. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

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

    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least 59 (1)/(2) years old or permanently and totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

    A  distribution  on  shares of a fund  does not  increase  the value of your
shares or your total return. At any given time the value of your shares includes
the  undistributed  net  gains,  if any,  realized  by the  fund on the  sale of
portfolio securities,  and undistributed  dividends and interest received,  less
fund expenses.


16    ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


    Because such gains and  dividends  are included in the price of your shares,
when they are  distributed  the price of your shares is reduced by the amount of
the  distribution.  If you buy your shares through a taxable account just before
the distribution,  you will pay the full price for your shares, and then receive
a portion of the  purchase  price back as a taxable  distribution.  See "Taxes,"
this page.

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income,  except as described  below. The dividends from net income may
qualify for the 70% dividends  received deduction for corporations to the extent
that the  fund  held  shares  receiving  the  dividend  for  more  than 45 days.
Distributions  from gains on assets  held longer than 12 months but no more than
18 months  (28% rate gain)  and/or  assets  held longer than 18 months (20% rate
gain) are taxable as long-term  gains  regardless of the length of time you have
held the shares.  However,  you should note that any loss realized upon the sale
or  redemption  of  shares  held for six  months or less  will be  treated  as a
long-term  capital loss to the extent of any  distribution of long-term  capital
gain (28% or 20% rate gain) to you with respect to such shares.

    Distributions  are taxable to you  regardless  of whether  they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution,  you must pay income taxes on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

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

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

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


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       17


    Redemption of shares of a fund  (including  redemptions  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally  will be considered  long-term,  subject to
tax at a maximum rate of 28%, if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20%, if shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.

    In addition to the federal income tax consequences  described above relating
to an  investment  in a fund,  there  may be other  federal,  state or local tax
considerations  that depend upon the circumstances of each particular  investor.
Prospective  shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

    The fund is a diversified,  open-end series of American Century Quantitative
Equity Funds (the company). Under the laws of the State of California, the Board
of  Directors  is  responsible  for  managing  the  business  and affairs of the
company. Acting pursuant to an investment management agreement entered into with
the fund, American Century Investment Management,  Inc. serves as the manager of
the fund. Its principal place of business is American  Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment  portfolio of the fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objective.  Individual  portfolio  manager  members  of the team also may adjust
portfolio  holdings of the fund or of sectors of the fund as  necessary  between
team   meetings.   John   Schniedwind,   Senior   Vice   President   and   Group
Leader--Quantitative Equity, supervises the team that manages the fund.

    The portfolio  manager  members of the team managing the fund and their work
experience for the last five years are as follows:

    KURT  BORGWARDT,   Vice  President,   Portfolio   Manager  and  Director  of
Quantitative  Equity Research,  joined American Century in 1990, and has managed
the quantitative equity research effort since then.

    WILLIAM  MARTIN,  Vice  President and  Portfolio  Manager,  joined  American
Century in 1989.

    The  activities  of the manager are subject only to directions of the fund's
Board of  Directors.  The  manager  pays  all the  expenses  of the fund  except
brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

    For the services  provided to the fund,  the manager  receives a monthly fee
based on a percentage of the average net assets of the fund.  The annual rate at
which this fee is assessed is determined monthly in a two-step process: First, a
fee rate  schedule  is  applied  to the  assets  of all of the funds in a fund's
investment  category  that are managed by the manager (the  Investment  Category
Fee). The three  investment  categories are: Money Market Funds,  Bond Funds and
Equity Funds.  Second,  a separate fee rate schedule is applied to the assets of
all of the funds  managed by the  manager  (the  Complex  Fee).  The  Investment
Category  Fee and the  Complex  Fee are then  added  to  determine  the  unified
management  fee payable by the fund to the manager.  Currently,  the  Investment
Category  Fee for the fund is an annual  rate of 0.60% of the average net assets
of the fund. The Complex


18    ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


Fee is  currently an annual rate of 0.10% of the average net assets of the fund.
Further  information  about the  calculation  of the  annual  management  fee is
contained in the Statement of Additional Information.

    On the first  business day of each month,  the fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily closing value of the fund's net assets during the
previous  month,  and  further  multiplying  that  product  by a  fraction,  the
numerator  of  which  is the  number  of  days  in the  previous  month  and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  restricts
personal  investing  practices by  employees of the manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information  about the purchase or sale of securities in the fund's portfolio
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage the fund.

TRANSFER AND ADMINISTRATIVE SERVICES

    American Century  Services  Corporation,  American Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111, acts as transfer agent and dividend-paying
agent for the fund. It provides facilities, equipment and personnel to the fund,
and is paid for such services by the manager.

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

    Although there is no sales charge levied by the fund, transactions in shares
of the fund may be  executed  by brokers  or  investment  advisors  who charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the fund or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

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

    The manager and the transfer agent are both wholly owned by American Century
Companies,  Inc. (ACC). James E. Stowers Jr., Chairman of the Board of Directors
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its common
stock.

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

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.  The
fund and the  manager  depend  upon the  computer  systems  of  various  service
providers,  including  the  transfer  agent,  for their  day-to-day  operations.
Inadequate  remediation of the Year 2000 problem by these service  providers and
others  with whom they  interact  could  have an  adverse  effect on the  fund's
operations,  including  pricing,  securities  trading  and  settlement,  and the
provision of shareholder services.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       19


    The transfer agent, in cooperation with the manager, has assembled a team of
information  technology  professionals who are taking steps to address Year 2000
issues with respect to its own computers and to obtain  satisfactory  assurances
that  comparable  steps are being  taken by the fund's and the  manager's  other
major service  providers  and vendors.  The key phases of the  remediation  plan
include: an inventory of all internal systems,  vendor products and services and
data providers  (substantially  completed in 1997); an assessment of all systems
for date reliance and the impact of the century rollover on each  (substantially
completed  with respect to critical  systems in early 1998);  and the renovation
and  testing of  affected  systems  (targeted  for  completion  with  respect to
critical  systems by the end of 1998).  The manager will pay for the remediation
effort with revenues from its management fee, so that the fund will not directly
bear any of the cost.

   
    In light of these  remediation  efforts,  the  fund  does not  anticipate  a
material adverse impact on its business or operations.  However, there can be no
assurance  that the  remediation  plan  will be  sufficient  and  timely or that
interaction  with other  noncomplying  computer systems will not have a material
adverse effect on the fund's business, operations or financial condition.

    In  addition,  the issuers of the  securities  in which the fund invests may
have Year 2000  computer  problems.  Although  the media and various  regulatory
agencies  have  focused a great  deal of  attention  on the need for  issuers to
assess  and  remediate  these  problems,  their  failure to do so could hurt the
fund's performance.
    

DISTRIBUTION OF FUND SHARES

    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly owned indirect  subsidiary of Boston  Institutional  Group,  Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109. The  Institutional  Class of shares does not pay any commissions or sales
loads  to  the  distributor  or  to  any  other   broker-dealers   or  financial
intermediaries in connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor. All purchase transactions in the fund are processed by the transfer
agent, which is authorized to accept any instructions relating to fund accounts.
All purchase orders must be accepted by the  distributor.  All fees and expenses
of FDI in acting as distributor for the fund are paid by the manager.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American  Century  Quantitative  Equity  Funds  is  an  open-end  management
investment  company.  Its business and affairs are managed by its officers under
the direction of its Board of Directors.

    The  principal  office  of the fund is  American  Century  Tower,  4500 Main
Street, P.O. Box 419385, Kansas City, Missouri 64141-6385.  All inquiries may be
made by mail to that address,  or by telephone at 1-800-345-3533  (international
calls: 816-531-5575).

    American Century  Quantitative Equity Funds issues shares with no par value.
Each series is  commonly  referred to as a fund.  The assets  belonging  to each
series of shares are held  separately by the custodian and in effect each series
is a separate fund.

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

    The Investor  Class is primarily  made  available to retail  investors.  The
Advisor  Class is  primarily  offered  to  institutional  investors  or  through
institutional distribution channels, such as employer-sponsored retirement plans
or  through  banks,  broker-dealers,  insurance  companies  or  other  financial
intermediaries.  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  manager  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different


20    ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


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.

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

    Unless required by the Investment  Company Act, it will not be necessary for
the fund to hold annual meetings of shareholders.  As a result, shareholders may
not vote each year on the election of directors or the  appointment of auditors.
However,  pursuant to the fund's by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast  may  request  the fund to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

    WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN  THOSE  INSTANCES  WHERE  SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       21


P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385

INSTITUTIONAL SERVICES:
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4655

WWW.AMERICANCENTURY.COM

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

9806           [recycled logo]
SH-BKT-11998      Recycled
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

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

                                  JULY 30, 1998

                                    AMERICAN
                                     CENTURY
                                      GROUP

                            Small Cap Quantitative


                       STATEMENT OF ADDITIONAL INFORMATION
                                  JULY 30, 1998

                  AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

This is the Statement of Additional  Information for the American  Century Small
Cap Quantitative  Fund. This Statement is not a prospectus but should be read in
conjunction  with the fund's  current  Prospectus  dated July 30,  1998.  Please
retain  this  document  for future  reference.  To obtain the  Prospectus,  call
American Century Investments toll free at 1-800-345-2021  (international  calls:
816-531-5575), or write P.O. Box 419200, Kansas City, Missouri 64141-6200.

TABLE OF CONTENTS

Investment Policies and Techniques ........................................    2
Investment Restrictions ...................................................    8
Portfolio Turnover ........................................................    9
Performance Advertising ...................................................   10
Capital Stock .............................................................   11
Custodians ................................................................   11
Independent Accountant ....................................................   12
Multiple Class Structure ..................................................   12
Brokerage .................................................................   13
Officers and Directors ....................................................   14
Management ................................................................   16
Holidays ..................................................................   17


STATEMENT OF ADDITIONAL INFORMATION                                         1


INVESTMENT POLICIES AND TECHNIQUES

    The following  pages provide a more detailed  description  of the securities
and investment practices  identified in the Prospectus.  Unless otherwise noted,
the policies  described  in this  Statement of  Additional  Information  are not
fundamental and may be changed by the Board of Directors.

U.S. GOVERNMENT SECURITIES

    The fund may invest in U.S.  government  securities,  including bills, notes
and bonds issued by the U.S.  Treasury and  securities  issued or  guaranteed by
agencies  or  instrumentalities  of the U.S.  government.  Some U.S.  government
securities  are supported by the direct full faith and credit pledge of the U.S.
government;  others are  supported by the right of the issuer to borrow from the
U.S.  Treasury;  others,  such as  securities  issued  by the  Federal  National
Mortgage Association,  are supported by the discretionary  authority of the U.S.
government to purchase the agencies' obligations;  and others are supported only
by the  credit  of the  issuing  or  guaranteeing  instrumentality.  There is no
assurance  that  the  U.S.  government  will  provide  financial  support  to an
instrumentality it sponsors when it is not obligated by law to do so.

REPURCHASE AGREEMENTS

    In a repurchase  agreement (repo), the fund buys a security at one price and
simultaneously agrees to sell it back to the seller at an agreed upon price on a
specified  date  (usually  within  seven days from the date of  purchase)  or on
demand.  The  repurchase  price  exceeds  the  purchase  price by an amount that
reflects an  agreed-upon  rate of return and that is  unrelated  to the interest
rate on the  underlying  security.  Delays or losses  could  result if the other
party to the agreement defaults or becomes bankrupt.

    American  Century  Investment  Management,  Inc. (the  manager)  attempts to
minimize the risks associated with repurchase  agreements by adhering to written
guidelines that govern repurchase  agreements.  These guidelines strictly govern
(i) the type of  securities  that may be  acquired  and  held  under  repurchase
agreements;   (ii)  collateral   requirements   for  sellers  under   repurchase
agreements;  (iii) the amount of the fund's net assets that may be  committed to
repurchase  agreements  that mature in more than seven days; and (iv) the manner
in which  the fund  must take  delivery  of  securities  subject  to  repurchase
agreements.  Moreover,  the  Board  of  Directors  reviews  and  approves,  on a
quarterly basis, the  creditworthiness  of brokers,  dealers and banks with whom
the fund may  enter  into  repurchase  agreements.  The  fund may  enter  into a
repurchase agreement only with an entity that appears on a list of entities that
have been approved by the Board as sufficiently creditworthy.

    The fund has received permission from the Securities and Exchange Commission
(SEC) to  participate  in joint  repurchase  agreements  collateralized  by U.S.
government securities with other mutual fund advised by the manager. Joint repos
are  expected  to increase  the income the fund can earn from repo  transactions
without increasing the risks associated with these transactions.

WHEN-ISSUED AND FORWARD COMMITMENT  AGREEMENTS

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

    When purchasing securities on a when-issued or forward commitment basis, the
fund assumes the rights and risks of ownership, including the risks of price and
yield fluctuations.  Although the fund will make commitments to purchase or sell
securities on a when-issued  or forward  commitment  basis with the intention of
actually  receiving or delivering  them, it may sell the  securities  before the
settlement  date if doing so is  deemed  advisable  as a  matter  of  investment
strategy.

    In purchasing  securities on a when-issued or forward  commitment basis, the
fund will establish and maintain until the settlement date a segregated  account
consisting of cash or appropriate  liquid assets including equity securities and
debt securities of any grade in an amount sufficient to meet the purchase price.
When the time comes to pay for the  when-issued  securities,  the fund will meet
its  obligations  with  available  cash,  through  the sale of  securities,  or,
although it would not normally expect to do so, by


2                                               AMERICAN CENTURY INVESTMENTS


selling the  when-issued  securities  themselves  (which may have a market value
greater or less than the fund's payment obligation).  Selling securities to meet
when-issued or forward commitment obligations may generate taxable capital gains
or losses.

CONVERTIBLE SECURITIES

    The fund may buy securities that are convertible  into common stock.  Listed
below is a brief description of the various types of convertible  securities the
fund may buy.

    CONVERTIBLE BONDS are issued with lower coupons than nonconvertible bonds of
the same  quality  and  maturity,  but they give  holders the option to exchange
their bonds for a specific  number of shares of the company's  common stock at a
predetermined  price.  This  structure  allows the  convertible  bond  holder to
participate in share price movements in the company's  common stock.  The actual
return on a convertible bond may exceed its stated yield if the company's common
stock  appreciates  in value and the option to convert to common shares  becomes
more valuable.

    CONVERTIBLE  PREFERRED  STOCKS are nonvoting  equity  securities  that pay a
fixed  dividend.   These  securities  have  a  convertible  feature  similar  to
convertible  bonds;  however,  they do not have a  maturity  date.  Due to their
fixed-income  features,  convertible  issues  typically  are more  sensitive  to
interest  rate  changes  than  the  underlying  common  stock.  In the  event of
liquidation,  bondholders would have claims on company assets senior to those of
stockholders; preferred stockholders would have claims senior to those of common
stockholders.

    WARRANTS  entitle the holder to buy the issuer's  stock at a specific  price
for a specific  period of time. The price of a warrant tends to be more volatile
than, and does not always track, the price of its underlying stock. Warrants are
issued with expiration  dates.  Once a warrant  expires,  it has no value in the
market.

FOREIGN SECURITIES

    Although the fund may buy securities of foreign issuers in foreign  markets,
most of their foreign  securities  investments  are made by purchasing  American
Depositary  Receipts (ADRs),  "ordinary  shares," or "New York Shares." The fund
may  invest in  foreign-currency-denominated  securities  that  trade in foreign
markets if the manager  believes that such  investments  will be advantageous to
the fund.

    ADRs  are   dollar-denominated   receipts  representing   interests  in  the
securities  of a foreign  issuer.  They are  issued by U.S.  banks and traded on
exchanges or over the counter in the United States.  Ordinary  shares are shares
of foreign  issuers  that are traded  abroad  and on a U.S.  exchange.  New York
shares are shares that a foreign  issuer has allocated for trading in the United
States. ADRs, ordinary shares, and New York shares all may be purchased with and
sold for U.S. dollars, which protects the fund from the foreign settlement risks
described below.

    Investing in foreign  companies may involve  risks not typically  associated
with investing in U.S. companies. The value of securities denominated in foreign
currencies and of dividends from such securities can change  significantly  when
foreign  currencies  strengthen or weaken relative to the U.S.  dollar.  Foreign
securities  markets  generally  have less trading volume and less liquidity than
U.S. markets, and prices in some foreign markets can be very volatile.

    Many foreign  countries lack uniform  accounting  and  disclosure  standards
comparable to those that apply to U.S.  companies,  and it may be more difficult
to obtain reliable information  regarding a foreign issuer's financial condition
and  operations.  In  addition,  the  costs  of  foreign  investing,   including
withholding  taxes,  brokerage  commissions,  and custodial  fees, are generally
higher than for U.S. investments.

    Foreign  markets may offer less  protection to investors than U.S.  markets.
Foreign  issuers,  brokers,  and  securities  markets  may be  subject  to  less
governmental  supervision.  Foreign security trading practices,  including those
involving  the  release of assets in advance of payment,  may involve  increased
risks in the event of a failed trade or the  insolvency of a  broker-dealer  and
may involve substantial delays. It also may be difficult to enforce legal rights
in foreign countries.

    Investing  abroad  carries  political and economic risks distinct from those
associated  with  investing in the United  States.  Foreign  investments  may be
affected  by actions of foreign  governments  adverse to the  interests  of U.S.
investors,  including the possibility of  expropriation  or  nationalization  of
assets, confiscatory taxation, restrictions on U.S. investment, or


STATEMENT OF ADDITIONAL INFORMATION                                          3


restrictions  on the ability to  repatriate  assets or to convert  currency into
U.S.  dollars.  There  may  be a  greater  possibility  of  default  by  foreign
governments or foreign-government-sponsored  enterprises. Investments in foreign
countries  also  involve  a  risk  of  local  political,   economic,  or  social
instability, military action or unrest, or adverse diplomatic developments.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

    The manager may engage in foreign currency  exchange  transactions on behalf
of the  fund in  order to  manage  currency  risk.  Foreign  currencies  will be
purchased and sold regularly,  either in the spot (i.e.,  cash) market or in the
forward market (through forward foreign currency exchange contracts, or "forward
contracts").

    A forward contract is an obligation to purchase or sell a specific  currency
at a future  date,  which may be any fixed  number  of days  agreed  upon by the
parties, commencing with the date of the contract, at a price set at the time of
the contract.  When the fund agrees to buy or sell a security  denominated  in a
foreign  currency,  it may enter into a forward  contract  to "lock in" the U.S.
dollar price of the security. By entering into a forward contract to buy or sell
the amount of foreign  currency  involved in a security  transaction for a fixed
amount of U.S.  dollars,  the manager can protect the fund against possible loss
resulting from adverse changes in the  relationship  between the U.S. dollar and
the foreign  currency between the date the security is purchased or sold and the
date on which payment is made or received. This type of transaction is sometimes
referred to as a "position hedge."

    However,  it should be noted that using  forward  contracts  to protect  the
fund's  foreign  investments  from  currency  fluctuations  does  not  eliminate
fluctuations  in the prices of the  underlying  securities  themselves.  Forward
contracts  simply  establish  a rate of  exchange  that can be  achieved at some
future point in time. Additionally,  although forward contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they also
limit any gain that might result if the hedged currency's value increases.

    Successful  use of  forward  contracts  depends  on the  manager's  skill in
analyzing and predicting currency values.  Although they are used for settlement
purposes,  forward contracts alter the fund's exposure to currency exchange rate
activity and could result in losses to the fund if  currencies do not perform as
the  manager  anticipates.  The  fund  also may  incur  significant  costs  when
converting assets from one currency to another.

    Foreign  exchange  dealers  do not  charge  fees for  currency  conversions.
Instead,  they  realize a profit  based on the  difference  (i.e.,  the  spread)
between the prices at which they are buying and selling  various  currencies.  A
dealer may offer to sell a foreign  currency  at one rate  while  simultaneously
offering a lesser rate of exchange on the purchase of that currency.

    The fund uses forward  contracts for currency  hedging purposes only and not
for  speculative  purposes.  The  fund is not  required  to enter  into  forward
contracts  with regard to its foreign  holdings  and will not do so unless it is
deemed appropriate by the manager.

    The  fund's  assets  are  valued  daily in U.S.  dollars,  although  foreign
currency  holdings are not  physically  converted  into U.S.  dollars on a daily
basis.

DEPOSITARY RECEIPTS

    American  Depositary  Receipts and European  Depositary  Receipts  (ADRs and
EDRs) are receipts  representing  ownership of shares of a foreign-based  issuer
held in trust by a bank or similar financial institution. These are designed for
U.S. and European  securities  markets as alternatives to purchasing  underlying
securities in their corresponding national markets and currencies. ADRs and EDRs
can be sponsored or unsponsored.

    Sponsored  ADRs  and  EDRs are  certificates  in  which a bank or  financial
institution participates with a custodian.  Issuers of unsponsored ADRs and EDRs
are not contractually  obligated to disclose material  information in the United
States.  Therefore,  there may not be a correlation between such information and
the market value of the unsponsored ADR or EDR.

RESTRICTED SECURITIES

    Restricted  securities  held by the fund  generally can be sold in privately
negotiated  transactions,  pursuant to an exemption from registration  under the
Securities Act of 1933, or in a registered public offering.  Where  registration
is required,  the fund may be required to pay all or a part of the  registration
expense, and a considerable period may elapse


4                                                  AMERICAN CENTURY INVESTMENTS


between the time it decides to seek  registration of the securities and the time
it is  permitted  to sell them under an effective  registration  statement.  If,
during this period,  adverse market  conditions were to develop,  the fund might
obtain a less favorable  price than prevailed when it decided to try to register
the securities.

SECURITIES LENDING

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

PUT OPTIONS ON INDIVIDUAL SECURITIES

    The fund may buy puts with  respect  to stocks  underlying  its  convertible
security  holdings.  For example,  if the manager  anticipates  a decline in the
price of the stock  underlying a  convertible  security  the fund holds,  it may
purchase a put option on the stock. If the stock price subsequently declines, an
increase  in the value of the put option  could be  expected  to offset all or a
portion of the  effect of the  stock's  decline on the value of the  convertible
security.

FUTURES AND OPTIONS TRANSACTIONS

    FUTURES  TRANSACTIONS.  The fund may  engage in futures  transactions.  Such
transactions  may be  used to  maintain  cash  reserves  while  remaining  fully
invested,  to facilitate  trading,  to reduce  transaction  costs,  or to pursue
higher  investment  returns when a futures contract is priced more  attractively
than its underlying security or index.

    Futures  contracts provide for the sale by one party and purchase by another
party of a specific  security  at a  specified  future  time and price.  Futures
contracts  are traded on  national  futures  exchanges.  Futures  exchanges  and
trading are regulated under the Commodity  Exchange Act by the Commodity Futures
Trading Commission (CFTC), a U.S. government agency.

    Although  futures  contracts,  by their  terms,  generally  call for  actual
delivery or acceptance of the underlying securities, in most cases the contracts
are closed out before the  settlement  date.  Closing out a futures  position is
done by taking an opposite  position in an identical  contract  (i.e.,  buying a
contract  that  has  previously  been  sold,  or  selling  a  contract  that has
previously been bought).

    To initiate and maintain open  positions in futures  contracts,  the fund is
required to make a good faith margin deposit in cash or  appropriate  securities
with a broker or custodian. A margin deposit is intended to assure completion of
the contract  (delivery or acceptance of the  underlying  security) if it is not
terminated  prior  to  the  specified  delivery  date.  Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition,  brokers may establish  deposit  requirements that are higher than the
exchange minimums.

    After a futures  contract  position is opened,  the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements,  the contract holder
is required to pay an additional "variation" margin. Conversely,  changes in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract  holder.  Variation margin payments are made to or
from  the  futures  broker  as  long as the  contract  remains  open  and do not
constitute margin transactions for purposes of a fund's investment restrictions.

    Those  who trade  futures  contracts  may be  broadly  classified  as either
"hedgers" or "speculators."  Hedgers use the futures markets primarily to offset
unfavorable  changes in the value of  securities  they hold or expect to acquire
for  investment  purposes.  Speculators  are less  likely to own the  securities
underlying  the futures  contracts they trade and are more likely to use futures
contracts with the  expectation of realizing  profits from  fluctuations  in the
prices of the underlying securities. The fund will not utilize futures contracts
for speculative purposes.

    Although  techniques  other than trading  futures  contracts  can be used to
control the fund's exposure to market fluctuations, the use of futures contracts
may be a more  effective  means of hedging  this  exposure.  While the fund pays
brokerage  commissions  in  connection  with  opening  and  closing  out futures
positions,  these costs are generally lower than the transaction  costs incurred
in the purchase and sale of the underlying securities.


STATEMENT OF ADDITIONAL INFORMATION                                         5


    PURCHASING  PUT AND CALL  OPTIONS.  By  purchasing  a put  option,  the fund
obtains  the right  (but not the  obligation)  to sell the  option's  underlying
instrument at a fixed "strike"  price.  In return for this right,  the fund pays
the current market price for the option (known as the option  premium).  Options
have various types of underlying  instruments,  including  specific  securities,
indexes of securities prices, and futures contracts.  The fund may terminate its
position  in a put  option  it has  purchased  by  allowing  it to  expire or by
exercising  the option.  If the option is allowed to expire,  the fund will lose
the entire premium it paid. If the fund  exercises the option,  it completes the
sale of the  underlying  instrument  at the  strike  price.  The  fund  also may
terminate a put option position by closing it out in the secondary market at its
current price if a liquid secondary market exists.

    The buyer of a typical  put option can expect to realize a gain if  security
prices fall substantially.  However,  if the underlying  instrument's price does
not fall enough to offset the cost of  purchasing  the  option,  a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

    The  features  of call  options  are  essentially  the  same as those of put
options,  except  that the  purchaser  of a call  option  obtains  the  right to
purchase,  rather than sell,  the underlying  instrument at the option's  strike
price.  A call buyer  typically  attempts  to  participate  in  potential  price
increases  of the  underlying  instrument  with risk  limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to suffer
a loss if  security  prices do not rise  sufficiently  to offset the cost of the
option.

    WRITING PUT AND CALL OPTIONS.  If the fund writes a put option, it takes the
opposite  side of the  transaction  from the option's  purchaser.  In return for
receipt of the premium,  the fund assumes the obligation to pay the strike price
for the option's  underlying  instrument  if the other party chooses to exercise
the  option.  When  writing  an option on a futures  contract,  the fund will be
required to make margin payments to a broker or custodian as described above for
futures  contracts.  The fund may seek to terminate its position in a put option
before it is exercised by closing out the option in the secondary  market at its
current price.  If the secondary  market is not liquid for a put option the fund
has written,  however,  the fund must  continue to be prepared to pay the strike
price while the option is  outstanding,  regardless of price  changes,  and must
continue to set aside assets to cover its position.

    If security  prices  rise, a put writer  would  generally  expect to profit,
although  the gain would be limited to the amount of the  premium  received.  If
security  prices  remain the same over time,  it is likely  that the writer also
will profit by being able to close out the option at a lower price.  If security
prices fall,  the put writer would expect to suffer a loss.  This loss should be
less than the loss from purchasing the underlying instrument directly,  however,
because the premium  received for writing the option should mitigate the effects
of the decline.

    Writing a call option  obligates  the fund to sell or deliver  the  option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium,  a call writer  mitigates the effects of a price  decline.  At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument  in return for the strike price even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

    COMBINED  POSITIONS.  The fund may purchase and write options in combination
with one another, or in combination with futures or forward contracts,  in order
to adjust the risk and  return  characteristics  of the  overall  position.  For
example,  the fund may purchase a put option and write a call option on the same
underlying  instrument in order to construct a combined  position whose risk and
return  characteristics  are  similar  to  selling a futures  contract.  Another
possible  combined  position  would involve  writing a call option at one strike
price and buying a call  option at a lower  price in order to reduce the risk of
the written call option in the event of a substantial  price  increase.  Because
combined  options  positions  involve  multiple  trades,  they  result in higher
transaction costs and may be more difficult to open and close out.

    OVER-THE-COUNTER   OPTIONS.   Unlike  exchange-traded   options,  which  are
standardized with respect to the underlying instrument, expiration date,


6                                                AMERICAN CENTURY INVESTMENTS


contract size,  and strike price,  the terms of  over-the-counter  (OTC) options
(options not traded on exchanges)  generally are established through negotiation
with the other  party to the option  contract.  While  this type of  arrangement
allows the fund greater  flexibility  in  tailoring an option to its needs,  OTC
options  generally  involve  greater credit risk than  exchange-traded  options,
which are guaranteed by the clearing  organizations  of the exchanges where they
are traded.  The risk of  illiquidity  is also greater with OTC options  because
these  options  generally can be closed out only by  negotiation  with the other
party to the option.

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

    CORRELATION  OF PRICE  CHANGES.  Price  changes  of the fund's  futures  and
options  positions  may not be well  correlated  with price changes of its other
investments.  This may be because of differences  between the underlying indexes
and the types of securities in which the fund invests.  For example, if the fund
sold a  broad-based  index  futures  contract  to hedge  against a stock  market
decline  while  completing  sales  of  specific  securities  in  its  investment
portfolio, the prices of the securities could move in a different direction than
the broad market index represented by the index futures contract. In the case of
an S&P 500 futures  contract  purchased by the fund,  either in  anticipation of
stock purchases or in an effort to be fully invested, failure of the contract to
track the index  accurately  could hinder the fund from achieving its investment
objective.

    Options  and  futures  prices  also can  diverge  from the  prices  of their
underlying  instruments  even if the  underlying  instruments  match the  fund's
investments.  Options and futures prices are affected by factors such as current
and  anticipated  short-term  interest  rates,  changes  in  volatility  of  the
underlying instrument,  and the time remaining until expiration of the contract;
these factors may not affect security prices the same way. Imperfect correlation
also may result  from  differing  levels of demand in the  options  and  futures
markets and the securities  markets,  from structural  differences in how option
and futures and  securities  are traded,  or from the  imposition of daily price
fluctuation  limits or trading halts.  The fund may purchase or sell options and
futures  contracts  with a greater or lesser value than the securities it wishes
to hedge or intends to purchase in an effort to compensate  for  differences  in
volatility  between the contract and the securities,  although this strategy may
not be  successful  in all cases.  If price  changes  in the  fund's  options or
futures  positions  are  poorly  correlated  with  its  other  investments,  the
positions may fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.

    LIQUIDITY OF FUTURES  CONTRACTS AND OPTIONS.  Futures and options have risks
associated  with  their  use:  possible  default  by  the  other  party  to  the
transaction;  illiquidity;  and, to the extent the manager's  interpretation  of
certain  market  movements  is  incorrect,   the  risk  that  the  use  of  such
transactions  could  result in losses  greater  than if they had not been  used.
Losses resulting from the use of these transactions would reduce net asset value
and possibly income.

    There  is no  assurance  a  liquid  secondary  market  will  exist  for  any
particular  futures contract or option at any particular time.  Options may have
relatively low trading volume and liquidity if their strike prices are not close
to the  underlying  instrument's  current  price.  In  addition,  exchanges  may
establish daily price  fluctuation  limits for futures contracts and options and
may halt  trading if a contract's  price moves upward or downward  more than the
limit in a given day. On volatile trading days when the price  fluctuation limit
is reached or a trading halt is imposed,  it may be  impossible  for the fund to
enter into new  positions  or close out  existing  positions.  If the  secondary
market for a contract  were not liquid  because of price  fluctuation  limits or
otherwise,  prompt  liquidation of unfavorable  positions  could be difficult or
impossible,  and the fund could be required to continue holding a position until
delivery   or   expiration   regardless   of  changes  in  value.   Under  these
circumstances, the fund's access to assets held to cover its futures and options
positions also could be impaired.


STATEMENT OF ADDITIONAL INFORMATION                                          7


    RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS. The fund has filed
a notice of  eligibility  for exclusion as a "commodity  pool operator" with the
CFTC and the  National  Futures  Association,  which  regulates  trading  in the
futures markets.  The fund intends to comply with Section 4.5 of the regulations
under the Commodity  Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and options premiums.

    The fund may enter into futures  contracts,  options,  or options on futures
contracts,  provided  that such  obligations  represent  no more than 20% of the
fund's net assets.  Under the  Commodity  Exchange  Act, the fund may enter into
futures and options  transactions  for hedging  purposes  without  regard to the
percentage  of assets  committed to initial  margin and option  premiums and for
other than hedging purposes provided that assets committed to initial margin and
option  premiums  do not  exceed 5% of the  fund's  net  assets.  To the  extent
required by law, the fund will set aside cash and appropriate liquid assets in a
segregated  account to cover its  obligations  related to futures  contracts and
options.

    The fund intends to comply with tax rules applicable to regulated investment
companies.

    FUTURES AND OPTIONS  RELATING TO FOREIGN  CURRENCIES.  The fund may purchase
and sell currency futures and purchase and write currency options to increase or
decrease  its  exposure  to  different  foreign  currencies.  The fund  also may
purchase  and write  currency  options  in  conjunction  with each other or with
currency futures or forward contracts.

    Currency  futures   contracts  are  similar  to  forward  currency  exchange
contracts,   except   that  they  are  traded  on   exchanges(and   have  margin
requirements) and have standard contract sizes and delivery dates. Most currency
futures contracts call for payment or delivery in U.S.  dollars.  The underlying
instrument of a currency  option may be a foreign  currency,  which generally is
purchased  or  delivered  in  exchange  for U.S.  dollars,  although it may be a
futures contract. The purchaser of a currency call obtains the right to purchase
the underlying  currency,  and the purchaser of a currency put obtains the right
to sell the underlying currency.

    The uses and risks of  currency  futures and options are similar to those of
futures and options  relating to  securities  or indexes,  as  described  above.
Currency  futures and option  values can be expected to correlate  with exchange
rates,  but may not reflect  other  factors  that affect the value of the fund's
investments.  A currency  hedge,  for example,  should  protect a  deutsche-mark
denominated  security  from a  decline  in the  deutsche  mark,  but it will not
protect the fund against a price decline  resulting from a deterioration  in the
issuer's    creditworthiness.     Because    the    value    of    the    fund's
foreign-currency-denominated investments will change in response to many factors
other  than  exchange  rates,  it may not be  possible  to match  the  amount of
currency options and futures to the value of the fund's foreign investments over
time.

INVESTMENT RESTRICTIONS

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

    AS A FUNDAMENTAL POLICY, THE FUND SHALL NOT:

  1)     issue  senior  securities,  except as  permitted  under the  Investment
         Company Act of 1940.

  2)     borrow  money,  except that the fund may borrow money for  temporary or
         emergency  purposes (not for leveraging or investment) in an amount not
         exceeding 33 (1)/(3)% of the fund's total assets  (including the amount
         borrowed) less liabilities (other than borrowings).

  3)     lend any security or make any other loan if, as
         a result,  more than 33 (1)/(3)% of the fund's  total  assets  would be
         lent to  other  parties,  except,  (i)  through  the  purchase  of debt
         securities in accordance  with its investment  objective,  policies and
         limitations,  or (ii) by engaging in repurchase agreements with respect
         to portfolio securities.

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


8                                                AMERICAN CENTURY INVESTMENTS


  5)     concentrate  its  investments  in securities of issuers in a particular
         industry  (other  than  securities  issued  or  guaranteed  by the U.S.
         government or any of its agencies or instrumentalities).

  6)     act as an  underwriter  of securities  issued by others,  except to the
         extent  that the fund  may be  considered  an  underwriter  within  the
         meaning of the Securities Act of 1933 in the  disposition of restricted
         securities.

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

  8)     invest for purposes of exercising control over management.

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

    AS AN OPERATING POLICY, THE FUND:

  a)     shall not purchase additional  investment securities at any time during
         which outstanding borrowings exceed 5% of the total assets of the fund.

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

  c)     shall  not sell  securities  short,  unless it owns or has the right to
         obtain securities  equivalent in kind and amount to the securities sold
         short, and provided that  transaction in futures  contracts and options
         are not deemed to constitute selling securities short.

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

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

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

PORTFOLIO TURNOVER

    The manager  will  consider the length of time the security has been held in
determining  whether  to sell it.  Accordingly,  the  fund's  rate of  portfolio
turnover is not expected to exceed 150%.

    The fund intends to purchase a given security  whenever the manager believes
it will contribute to the stated  objective of the fund. In order to achieve the
fund's  investment  objective,  the manager will sell a given  security,  giving
consideration  to how  long  or how  short  a  period  it has  been  held in the
portfolio,  and  whether  the  sale is at a gain or at a  loss,  if the  manager
believes that the security is not fulfilling its purpose,  either because, among
other  things,  it did not  live  up to the  manager's  expectations,  it may be
replaced  with another  security  holding  greater  promise,  it has reached its
optimum potential, there


STATEMENT OF ADDITIONAL INFORMATION                                      9


was a change in the  circumstances  of a  particular  company or  industry or in
general economic conditions, or because of some combination of such reasons.

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

PERFORMANCE ADVERTISING

    The fund may quote  performance  in  various  ways.  Historical  performance
information  will be used in advertising and sales  literature and should not be
considered an indication of future results.

    Yield quotations are based on the investment  income per share earned during
a  particular  30-day  period,  less  expenses  accrued  during the period  (net
investment income),  and are computed by dividing a fund's net investment income
by its share price on the last day of the  period,  according  to the  following
formula:

    YIELD = 2 [(a - b + 1)(6 )- 1]
               ------
                 cd

    where a = dividends  and  interest  earned  during the period,  b = expenses
accrued for the period (net of reimbursements),  c = the average daily number of
shares  outstanding  during the period that were entitled to receive  dividends,
and d = the maximum offering price per share on the last day of the period.

    Total returns quoted in advertising and sales literature reflect all aspects
of the fund's return,  including the effect of reinvesting dividends and capital
gain  distributions  and any  change in the fund's  net asset  value  during the
period.

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

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

    The fund's  performance may be compared with the performance of other mutual
funds  tracked by mutual  fund rating  services or with other  indexes of market
performance.  This may  include  comparisons  with funds that,  unlike  American
Century funds,  are sold with a sales charge or deferred sales charge.  Economic
data that may be used for such comparisons may include,  but are not limited to:
U.S.  Treasury  bill,  note,  and bond yields,  money  market fund yields,  U.S.
government  debt and percentage held by foreigners,  the U.S. money supply,  net
free reserves, and yields on current-coupon GNMAs (source: Board of Governors of
the Federal  Reserve  System);  the federal  funds and discount  rates  (source:
Federal Reserve Bank of New York); yield curves for U.S. Treasury securities and
AA/AAA-rated corporate securities (source:  Bloomberg Financial Markets);  yield
curves for AAA-rated tax-free municipal  securities  (source:  Telerate);  yield
curves for foreign government  securities (sources:  Bloomberg Financial Markets
and Data Resources,  Inc.); total returns on foreign bonds (source:  J.P. Morgan
Securities Inc.);  various U.S. and foreign  government  reports;  the junk bond
market (source: Data Resources, Inc.); the CRB


10                                             AMERICAN CENTURY INVESTMENTS


Futures Index  (source:  Commodity  Index  Report);  the price of gold (sources:
London am/pm fixing and New York Comex Spot Price);  rankings of any mutual fund
or  mutual  fund  category  tracked  by  Lipper  Analytical  Services,  Inc.  or
Morningstar,   Inc.;  mutual  fund  rankings  published  in  major,   nationally
distributed  periodicals;  data provided by the  Investment  Company  Institute;
Ibbotson Associates, Stocks, Bonds, Bills, and Inflation; major indexes of stock
market performance; and indexes and historical data supplied by major securities
brokerage or investment  advisory firms. The fund also may utilize reprints from
newspapers  and magazines  furnished by third  parties to illustrate  historical
performance.

    Indexes may assume  reinvestment  of dividends,  but  generally  they do not
reflect  administrative  and management costs such as those incurred by a mutual
fund.

    Occasionally  statistics may be used to illustrate  fund volatility or risk.
Measures  of  volatility  or risk  generally  are used to compare the fund's net
asset value or  performance  to a market  index.  One measure of  volatility  is
"beta."  Beta  expresses  fund  volatility  relative  to  the  total  market  as
represented  by the S&P  500.  A beta of more  than  1.00  indicates  volatility
greater than the market, and a beta of less than 1.00 indicates  volatility less
than the market.  Another measure of volatility or risk is "standard deviation."
Standard  deviation is used to measure  variability  of net asset value or total
return  relative to an average over a specified  period of time.  The premise is
that greater  volatility  connotes  greater risk  undertaken to achieve  desired
performance.

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

CAPITAL STOCK

    The fund's  capital stock is described in the  Prospectus  under the heading
"Further Information About American Century."

    The corporation  currently has six series of shares.  American Century Small
Cap Quantitative Fund is described in this Statement of Additional  Information.
The  corporation  may in the future  issue one or more  additional  series.  The
assets  belonging to each series or class of shares are held  separately  by the
custodian and the shares of each series or class represent a beneficial interest
in the  principal,  earnings and profit (or loss) of investment and other assets
held for each series or class. Your rights as a shareholder are the same for all
series or class of securities unless otherwise  stated.  Within their respective
series or class,  all shares have equal  redemption  rights.  Each  share,  when
issued, is fully paid and non-assessable.  Each share, irrespective of series or
class, is entitled to one vote for each dollar of net asset value represented by
such share on all questions.

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

CUSTODIANS

    Chase Manhattan Bank, 4 Chase Metrotech Center, Brooklyn, New York 11245 and
Commerce  Bank,  N.A.,  1000  Walnut,  Kansas  City,  Missouri  64106  serve  as
custodians  of the fund's  assets.  Services  provided  by the  custodian  banks
include (i)  settling  portfolio  purchases  and sales,  (ii)  reporting  failed
trades,  (iii) identifying and collecting  portfolio income,  and (iv) providing
safekeeping of securities. The custodians take no part in determining the fund's
investment  policies or in determining which securities are sold or purchased by
the fund.


STATEMENT OF ADDITIONAL INFORMATION                                       11


INDEPENDENT ACCOUNTANT

   
    PricewaterhouseCoopers LLP, City Center Square, 1100 Main Street, Suite 900,
Kansas  City,  Missouri  64105-2140,  serves as the  independent  accountant  to
examine the financial  statements of the fund. As independent  accountant of the
fund, PricewaterhouseCoopers provides services including (1) audit of the annual
financial  statements,  (2) assistance and  consultation  in connection with SEC
filings  and (3) review of the annual  federal  income tax return  filed for the
fund.
    

MULTIPLE CLASS STRUCTURE

    The  fund's  Board of  Directors  has  adopted a  multiple  class  plan (the
Multiple Class Plan) pursuant to Rule 18f-3 adopted by the SEC. Pursuant to such
plan,  the fund may issue up to three  classes:  an Investor  Class,  an Advisor
Class and an Institutional Class.

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

RULE 12B-1

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

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

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

MASTER DISTRIBUTION AND SHAREHOLDER  SERVICES PLAN

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

    Certain  recordkeeping and administrative  services that are provided by the
fund's transfer agent for the


12                                             AMERICAN CENTURY INVESTMENTS


Investor Class  shareholders  may be performed by a plan sponsor (or its agents)
or by a  financial  intermediary  for  shareholders  in the  Advisor  Class.  In
addition  to  such  services,  the  financial   intermediaries  provide  various
distribution services.

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

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

BROKERAGE

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

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

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


STATEMENT OF ADDITIONAL INFORMATION                                     13


used by the manager in managing the portfolios of the fund.

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

OFFICERS AND DIRECTORS

    The principal officers and directors of the corporation,  their ages (listed
in parentheses),  principal business  experience during the past five years, and
their  affiliation  with  the  fund's  investment   manager,   American  Century
Investment  Management,  Inc. and its transfer agent,  American Century Services
Corporation,  are listed  below.  The address at which each director and officer
listed below may be contacted, with the exception of Messrs. Stowers III, Lyons,
Looby, May, Leach and Zindel,  Ms. Roepke and Ms. Wade, is 1665 Charleston Road,
Mountain View,  California  94043.  The address of Messrs.  Stowers III,  Lyons,
Looby, May, Leach and Zindel, Ms. Roepke and Ms. Wade is American Century,  4500
Main Street,  Kansas City, Missouri 64111. All persons named as officers for the
corporation  also serve in similar  capacities  for other  funds  advised by the
manager.  Those  directors  that are  "interested  persons  "as  defined  in the
Investment Company Act of 1940 are indicated by an asterisk (*).

    *WILLIAM M. LYONS (42),  Director  (1998).  Mr.  Lyons is  President,  Chief
Operating  Officer of ACC;  Executive Vice President of ASC and ACIS;  Assistant
Secretary of ACC; and Secretary of ACS and ACIS.

    *JAMES E. STOWERS III (39),  Chairman of the Board of  Directors  (1998) and
Director (1995). Mr. Stowers III is Chief Executive Officer and Director of ACC;
Chief Executive Officer and Director of ACS and ACIS.

    ALBERT A. EISENSTAT (68),  Director (1995).  Mr. Eisenstat is an independent
Director of each of Commercial  Metals Co.  (1982),  Sungard Data Systems (1991)
and  Business  Objects S/A (1994).  Previously,  he served as Vice  President of
Corporate  Development  and Corporate  Secretary of Apple Computer and served on
its Board of Directors (1985 to 1993).

    RONALD J. GILSON, (51), Director (1995). Mr. Gilson is the Charles J. Meyers
Professor of Law and Business at Stanford Law School (1979) and the Mark and Eva
Stern Professor of Law and Business at Columbia  University School of Law(1992).
He is counsel to Marron, Ried & Sheehy (a San Francisco law firm, 1984).

    MYRON S. SCHOLES (57),  Director  (1988).  Mr.  Scholes was awarded the 1997
Nobel Memorial Prize in Economic Sciences for his role in the development of the
Black-Scholes  option  pricing  model.  Mr.  Scholes is a principal of Long-Term
Capital  Management (1993). He also is Frank E. Buck Professor of Finance at the
Stanford  Graduate  School of Business  (1983),  a Director of Dimensional  Fund
Advisors  (1982) and the Smith Breeden Family of Funds (1992).  From August 1991
to June 1993,  Mr.  Scholes  was a Managing  Director of Salomon  Brothers  Inc.
(securities brokerage).

    KENNETH  E. SCOTT  (69),  Director  (1988).  Mr.  Scott is Ralph M.  Parsons
Professor of Law and  Business at Stanford  Law School  (1972) and a Director of
RCM Capital Management (1994).

    ISAAC STEIN (51), Director (1992). Mr. Stein is former Chairman of the Board
(1990 to 1992) and  Chief  Executive  Officer  (1991 to 1992) of Esprit de Corp.
(clothing  manufacturer).  He is a member  of the Board of  Raychem  Corporation
(electrical equipment,  1993),  President of Waverley Associates,  Inc. (private
investment firm,  1983),  and a Director of ALZA  Corporation  (pharmaceuticals,
1987).  He is also a Trustee  of  Stanford  University  (1994) and  Chairman  of
Stanford Health Services (hospital, 1994).

    JEANNE D. WOHLERS (53),  Director (1988). Ms. Wohlers is a private investor,
and  an  independent  Director  and  Partner  of  Windy  Hill  Productions,  LP.
Previously, she served as Vice President and Chief


14                                              AMERICAN CENTURY INVESTMENTS


Financial Officer of Sybase, Inc. (software company, 1988 to 1992).

    RICHARD W. INGRAM (42),  President  (1998);  Executive  Vice  President  and
Director of Client Services and Treasury Administration, Funds Distributor, Inc.
(FDI). Mr. Ingram joined FDI in 1995. Prior to joining FDI, Mr. Ingram served as
Vice President and Division Manager of First Data Investor  Services Group, Inc.
(from March 1994 to November 1995) and before that as Vice President,  Assistant
Treasurer and Tax Director-Mutual  Funds of The Boston Company,  Inc. (from 1989
to 1994).

    *DOUGLAS A. PAUL (51), Secretary (1988), Vice President (1990), and General
Counsel (1990); Vice President and Associate General Counsel, ACS.

    *MARYANNE  ROEPKE (42),  CPA,  Treasurer  (1995) and Vice President  (1998);
Senior Vice President and Assistant Treasurer of ACS.

    CHRISTOPHER  J. KELLEY (33),  Vice  President  (1998);  Vice  President  and
Associate  General  Counsel of FDI.  Mr.  Kelley  joined  FDI in 1996.  Prior to
joining FDI, Mr. Kelley  served as Assistant  Counsel at Forum  Financial  Group
(from  April 1994 to July  1996) and before  that as a  compliance  officer  for
Putnam Investments (from 1992 to 1994).

    MARY A. NELSON (34),  Vice President  (1998);  Vice President and Manager of
Treasury  Services and  Administration  of FDI. Ms.  Nelson  joined FDI in 1995.
Prior to joining FDI, Ms. Nelson served as Assistant  Vice  President and Client
Manager for The Boston Company, Inc. (from 1989 to 1994).

    *JON ZINDEL (30),  Tax Officer  (1997);  Director of Taxation  (1996);  Vice
President of ACS (1998); Tax Manager, Price Waterhouse LLP (1989).

    *MERELE A. MAY (35), Controller (1996); Vice President of ACS (1998).

    *ROBERT J. LEACH (32), Controller (1996).

    *C. JEAN WADE (34), Controller, (1996).

DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                               Total Compensation
Name of                                    From the American Century
Director(1)                                    Family of Funds(2)
- --------------------------------------------------------------------------------
Albert A. Eisenstat                                  $69,250
Ronald J. Gilson                                     $74,000
Myron S. Scholes                                     $68,250
Kenneth E. Scott                                     $77,000
Ezra Solomon(3)                                      $ 3,500
Isaac Stein                                          $69,500
Jeanne D. Wohlers                                    $72,500
- --------------------------------------------------------------------------------

(1) Interested Directors receive no compensation for their services as such.

(2) Includes  compensation  paid by the 13  investment  company  members  of the
    American Century family of funds.

(3) Retired December, 1996.

    As of June 30, 1998, the fund's Directors and officers as a group owned less
than 1% of the fund's outstanding shares.

    The  corporation  has adopted the American  Century  Mutual  Funds  Deferred
Compensation   Plan  for   Non-Interested   Directors.   Under  the  Plan,   the
non-interested  person directors may defer receipt of all or part of the fees to
be paid to them for serving as directors of the corporation.

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

    No deferred fees are payable until such time as a director resigns,  retires
or  otherwise  ceases to be a member of the Board of  Directors.  Directors  may
receive  deferred  fee  account  balances  either  in a lump sum  payment  or in
substantially equal installment  payments to be made over a period not to exceed
10


STATEMENT OF ADDITIONAL INFORMATION                                         15


years. Upon the death of a director, all remaining deferred fee account balances
are paid to the director's beneficiary or, if none, to the director's estate.

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

    No deferred fees were paid to any director  under the Plan during the fiscal
year ended December 31, 1997.

    Those directors who are  "interested  persons," as defined in the Investment
Company Act,  receive no fee as such for serving as a director.  The salaries of
such individuals, who also are officers of the fund, are paid by the manager.

MANAGEMENT

    A description  of the  responsibilities  and method of  compensation  of the
fund's manager,  American Century  Investment  Management,  Inc., appears in the
Prospectus under the caption "Management."

    For the services  provided to the fund,  the manager  receives a monthly fee
based on a percentage of the average net assets of the fund.  The annual rate at
which this fee is assessed is determined monthly in a two-step process. First, a
fee rate  schedule  is  applied  to the  assets  of all of the funds in a fund's
investment  category which are managed by the manager (the  Investment  Category
Fee).  Second,  a separate fee rate  schedule is applied to the assets of all of
the funds managed by the manager (the Complex Fee). The Investment  Category Fee
and the  Complex Fee are then added to  determine  the  unified  management  fee
payable by the fund to the manager.

    The  schedule  by which the  Investment  Category  Fee is  determined  is as
follows:

Category Assets Fee Rate
- --------------------------------------------------------------------------------
First $1 billion                                                   0.7200%
Next $5 billion                                                    0.6600%
Next $15 billion                                                   0.6160%
Next $25 billion                                                   0.5690%
Next $50 billion                                                   0.5420%
Next $150 billion                                                  0.5390%
Thereafter                                                         0.5380%
- --------------------------------------------------------------------------------

    The Complex Fee Schedule (Investor Class) is as follows:

Category Assets Fee Rate
- --------------------------------------------------------------------------------
First $2.5 billion                                                 0.3100%
Next $7.5 billion                                                  0.3000%
Next $15.0 billion                                                 0.2985%
Next $25.0 billion                                                 0.2970%
Next $50.0 billion                                                 0.2960%
Next $100.0 billion                                                0.2950%
Next $100.0 billion                                                0.2940%
Next $200.0 billion                                                0.2930%
Next $250.0 billion                                                0.2920%
Next $500.0 billion                                                0.2910%
Thereafter                                                         0.2900%
- --------------------------------------------------------------------------------

    The Complex Fee schedule for the Institutional  Class is lower by 0.2000% at
each graduated  step. For example,  if the Investor Class Complex Fee is 0.3000%
for the  first $2  billion,  the  Institutional  Class  Complex  Fee is  0.1000%
(0.3000% minus  0.2000%) for the first $2 billion.  The Complex Fee schedule for
the Advisor Class is lower by 0.2500% at each graduated step.

    On the first  business day of each month,  the fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily closing value of the fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

    The management  agreement  shall continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (1) the fund's
Board of  Directors,  or by the vote of a  majority  of  outstanding  votes  (as
defined in the Investment Company Act)


16                                                AMERICAN CENTURY INVESTMENTS


and (2) by the  vote of a  majority  of the  directors  of the  fund who are not
parties to the agreement or interested persons of the manager, cast in person at
a meeting called for the purpose of voting on such approval.

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

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

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

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

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

    In addition to managing  the fund,  the manager  also acts as an  investment
advisor to 12 institutional  accounts and to the following registered investment
companies:  American Century Mutual Funds,  Inc.,  American Century World Mutual
Funds, Inc., American Century Premium Reserves,  Inc., American Century Variable
Portfolios,  Inc., American Century Capital  Portfolios,  Inc., American Century
Strategic Asset Allocations,  Inc.,  American Century Municipal Trust,  American
Century  Government Income Trust,  American Century  Investment Trust,  American
Century  Target  Maturities  Trust,  American  Century  California  Tax-Free and
Municipal Funds, and American Century International Bond Funds.

    American  Century  Services   Corporation   provides  physical   facilities,
including  computer  hardware  and software and  personnel,  for the  day-to-day
administration of the fund and of the manager. The manager pays American Century
Services Corporation for such services.

HOLIDAYS

    The fund does not determine the net asset value of their shares on days when
the New York Stock  Exchange  is closed.  Currently,  the  Exchange is closed on
Saturdays  and Sundays,  and on holidays,  namely New Year's Day,  Martin Luther
King Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.


STATEMENT OF ADDITIONAL INFORMATION                                       17


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

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

FAX: 816-340-7962

WWW.AMERICANCENTURY.COM

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