AMERICAN CENTURY CAPITAL PORTFOLIOS INC
497, 1997-06-16
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                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

                                  MAY 21, 1997
                              REVISED JUNE 16, 1997



                                    AMERICAN
                                     CENTURY
                                      GROUP


                                Real Estate Fund


INVESTOR CLASS

[front cover]


                          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 Group(R)         American Century Group     Twentieth Century(R) Group

  MONEY MARKET FUNDS         ASSET ALLOCATION &
 GOVERNMENT BOND FUNDS         BALANCED FUNDS                GROWTH FUNDS
DIVERSIFIED BOND FUNDS    CONSERVATIVE EQUITY FUNDS       INTERNATIONAL FUNDS
 MUNICIPAL BOND FUNDS          SPECIALTY FUNDS


                             Real Estate Fund





                                   PROSPECTUS
                                  MAY 21, 1997
                              REVISED JUNE 16, 1997


                                REAL ESTATE FUND
                                 INVESTOR CLASS


                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


American  Century  Capital  Portfolios,  Inc.  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. The American Century Real Estate
Fund 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 May 21,  1997,  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 o P.O. Box 419200
                Kansas City, Missouri 64141-6200 o 1-800-345-2021
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-444-3485
                        Internet: 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 REAL ESTATE FUND
- ---------------------------------

The  investment  objective  of American  Century  Real Estate Fund is  long-term
capital appreciation. Income is a secondary objective. The fund seeks to achieve
its  objective  by  investing  primarily  in  securities  issued by real  estate
investment  trusts and in the  securities  of  companies  which are  principally
engaged in the real estate industry.


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


NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, 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
Financial Highlights.........................................................5


INFORMATION REGARDING THE FUND
- --------------------------------------------------------------------------------
Investment Policies of the Fund..............................................6
     Investment Objective....................................................6
     Investment Strategy.....................................................6
     Investments In Real Estate..............................................6
     Investment Philosophy...................................................7
Other Investment Practices, Their Characteristics
   and Risks.................................................................8
     U.S. Fixed Income Securities............................................8
     Diversification.........................................................8
     Portfolio Lending.......................................................8
     When-Issued Securities..................................................9
     Rule 144A Securities....................................................9
     Borrowing...............................................................9
     Portfolio Turnover......................................................9
     Repurchase Agreements...................................................9
Performance Advertising.....................................................10


HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
- --------------------------------------------------------------------------------
American Century Investments................................................11
Investing in American Century...............................................11
How to Open an Account......................................................11
         By Mail............................................................11
         By Wire............................................................11
         By Exchange........................................................12
         In Person..........................................................12
     Subsequent Investments.................................................12
         By Mail............................................................12
         By Telephone.......................................................12
         By Online Access...................................................12
         By Wire............................................................12
         In Person..........................................................12
     Automatic Investment Plan..............................................12
How to Exchange from One Account to Another.................................12
         By Mail ...........................................................13
         By Telephone.......................................................13
         By Online Access...................................................13
How to Redeem Shares........................................................13
         By Mail ...........................................................13
         By Telephone.......................................................13
         By Check-A-Month...................................................13
         Other Automatic Redemptions........................................13
     Redemption Proceeds....................................................13
         By Check...........................................................13
         By Wire and ACH....................................................13
     Special Requirements for Large Redemptions.............................14
     Redemption of Shares in Low-Balance Accounts...........................14
Signature Guarantee.........................................................14
Special Shareholder Services................................................14
         Automated Information Line.........................................15
         Online Account Access..............................................15
         Open Order Service.................................................15
         Tax-Qualified Retirement Plans.....................................15
Important Policies Regarding Your Investments...............................15
Reports to Shareholders.....................................................16
Employer-Sponsored Retirement Plans and
   Institutional Accounts...................................................17


ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
Share Price.................................................................18
     When Share Price Is Determined.........................................18
     How Share Price Is Determined..........................................18
     Where to Find Information About Share Price............................18
Distributions...............................................................18
Taxes    19
     Tax-Deferred Accounts..................................................19
     Taxable Accounts.......................................................19
Management..................................................................20
     Investment Management..................................................20
     Performance History of the Subadvisor..................................21
     Performance Highlights.................................................22
     Code of Ethics.........................................................23
     Transfer and Administrative Services...................................23
Distribution of Fund Shares.................................................23
Further Information About American Century..................................23


Prospectus                                                Table of Contents 3


                     TRANSACTION AND OPERATING EXPENSE TABLE


                                                                Real Estate Fund
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...........................................................1.20%
12b-1 Fees.................................................................none
Other Expenses(2).........................................................0.00%
Total Fund Operating Expenses.............................................1.20%

EXAMPLE:
- --------------------------------------------------------------------------------
You would pay the following expenses on a                       1 year    $  12
$1,000 investment, assuming a 5% annual return and             3 years       38
redemption at the end of each time period:                     5 years       66
                                                              10 years      145

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

(2)  Other  expenses,  which  include  the fees and  expenses  (including  legal
     counsel  fees) of  those  directors  who are not  "interested  persons"  as
     defined in the Investment Company Act, are expected to be less than 0.01 of
     1% of average net assets for the next fiscal year.

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 Securities
and Exchange Commission 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 23.


4    Transaction and Operating Expense Table        American Century Investments


                              FINANCIAL HIGHLIGHTS
                                REAL ESTATE FUND


The fund had no assets  prior to June 13,  1997,  the date the RREEF Real Estate
Securities  Fund merged into the fund.  The financial  information in this table
regarding  selected per share data for the fund reflects the  performance of the
RREEF  fund,  which had a total  expense  ratio that was  voluntarily  capped at
1.00%, which is 0.20% lower than the shares offered by this Prospectus.

The performance  information for each of the periods  presented has been audited
by Deloitte & Touche  L.L.P.,  independent  accountants,  whose  report  thereon
appears in the fund's  annual  report.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge.  The  information  presented is for a share  outstanding  throughout the
years ended October 31, except as noted.

<TABLE>
                                                                        1996             1995(1)


PER-SHARE DATA
- -------------------------------------------------------------------------------------------------
<S>                                                                     <C>              <C>   
Net Asset Value, Beginning of Period................................   $9.82            $10.00
Income From Investment Operations
     Net Investment Income..........................................    0.55              0.07
     Net Realized and Unrealized Gain (Loss) on Investments.........    2.27             (0.25)
     Total From Investment Operations...............................    2.82             (0.18)
Less Distributions to Shareholders
     From Net Investment Income.....................................   (0.35)               --
Net Asset Value, End of Period......................................  $12.29             $9.82
     Aggregate Total Return.........................................   29.28%            (1.80)%


RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
Net Expenses as a Percentage of Average Net Assets(3)...............    1.00%             1.50%(2)
Net Expenses as a Percentage of Average Net Assets
     (before waiver, offset and reimbursement)(3)...................    6.83%            14.83%(2)
Net Investment Income as a Percentage of Average Net Assets(3)......    5.84%             6.66%(2)
Net Investment Income as a Percentage of Average Net Assets
     (before waiver, offset and reimbursement)(3)...................    0.01%            (6.67)%(2)
Portfolio Turnover Rate ............................................      86%                0%
Average Broker Commission Rate......................................   $0.0545             --
Net Assets, End of Period (in thousands)............................   $7,209            $2,983


(1)  September 21, 1995 (inception) through October 31, 1995.

(2)  Annualized.

(3)  During  these two  periods,  RREEF Real  Estate  Securities  Advisers  L.P.
voluntarily  agreed to waive its management fee and reimburse  certain  expenses
incurred by the fund. The Custodian  offset part of its fees for balance credits
given to the fund.
</TABLE>



Prospectus                                           Financial Highlights      5


                         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.

INVESTMENT OBJECTIVE

The fund's  primary  investment  objective  is long-term  capital  appreciation.
Current  income is a  secondary  consideration.  The fund seeks to  achieve  its
objective by investing  primarily in securities issued by real estate investment
trusts and in the securities of companies which are  principally  engaged in the
real  estate  industry.  There is no  assurance  that the fund will  achieve its
investment objective.

INVESTMENT STRATEGY
Under  normal  conditions,  the fund will  invest not less than 80% of its total
assets in equity  securities of companies which are  principally  engaged in the
real estate industry.  Equity securities  include common stock,  preferred stock
and securities convertible into common stock. A company will be considered to be
"principally  engaged in the real  estate  industry"  if, in the  opinion of the
manager,  at the time its  securities are purchased by the fund, at least 50% of
its revenues or at least 50% of the market  value of its assets is  attributable
to the ownership, construction, management or sale of residential, commercial or
industrial  real  estate.  Companies  principally  engaged  in the  real  estate
industry may include,  among others, equity REITs and real estate master limited
partnerships,  mortgage  REITs,  and real  estate  brokers and  developers.  See
"Investments in Real Estate," this page.

The fund may also  invest  up to 20% of its total  assets  in other  securities.
Other securities may include debt securities and equity  securities of companies
not principally  engaged in the real estate  industry.  (See "U.S.  Fixed Income
Securities," page 8.)

REITs pool investors'  funds for investment  primarily in income  producing real
estate or real estate related loans or interests.  A REIT is not taxed on income
distributed to shareholders if it complies with various requirements relating to
its organization,  ownership, assets and income and with the requirement that it
distribute to its  shareholders  at least 95% of its taxable  income (other than
net capital  gains) for each taxable year.  REITs can generally be classified as
equity REITs,  mortgage REITs and hybrid REITs. Equity REITs invest the majority
of their assets directly in real property and derive their income primarily from
rents.  Equity REITs can also realize capital gains by selling property that has
appreciated in value. Mortgage REITs invest the majority of their assets in real
estate  mortgages  and derive their income  primarily  from  interest  payments.
Hybrid  REITs  combine the  characteristics  of both equity  REITs and  mortgage
REITs.

INVESTMENTS IN REAL ESTATE

The fund may be subject to certain  risks similar to those  associated  with the
direct  ownership of real estate because of its policy of  concentration  in the
securities  of  companies  which  are  principally  engaged  in the real  estate
industry. The risks of direct ownership of real estate include: risks related to
general,  regional and local economic  conditions and  fluctuations  in interest
rates;  overbuilding and increased competition;  increases in property taxes and
operating expenses; changes in zoning laws; heavy cash flow dependency; possible
lack of  availability  of  mortgage  funds;  losses  due to  natural  disasters;
regulatory limitations on rents;  variations in market rental rates; and changes
in  neighborhood  values.  In  addition,  the  fund  may  incur  losses  due  to
environmental problems. If


6    Information Regarding the Fund                 American Century Investments


there is  historic  contamination  at a site,  the  current  owner is one of the
parties that may be responsible for clean up costs.

Equity REITs may be affected by changes in the value of the underlying  property
owned by the trusts,  while mortgage REITs may be affected by default or payment
problems  relating to underlying  mortgages,  the quality of credit extended and
self-liquidation  provisions  by  which  mortgages  held may be paid in full and
distributions  of capital  returns may be made at any time.  Equity and mortgage
REITs are dependent upon the skill of their individual  management personnel and
generally are not diversified.  In addition,  equity and mortgage REITs could be
adversely  affected by failure to qualify for  tax-free  pass-through  of income
under  the  Internal   Revenue  Code,  or  to  maintain  their  exemptions  from
registration  under the Investment Company Act. By investing in REITs indirectly
through the fund, a shareholder will bear not only a proportionate  share of the
expenses  of the fund,  but also  indirectly,  similar  expenses  of the  REITs,
including compensation of management.

To the extent the fund is invested in debt  securities  (including  asset-backed
securities)  or mortgage  REITs,  it will be subject to credit risk and interest
rate risk. Credit risk relates to the ability of the issuer to meet interest and
principal  payments when due.  Interest rate risk refers to the  fluctuations in
the net asset value of any portfolio of fixed income securities resulting solely
from the  inverse  relationship  between  the price  and  yield of fixed  income
securities;  that is, when interest rates rise, bond prices  generally fall and,
conversely,  when interest rates fall,  bond prices  generally rise. In general,
bonds with longer  maturities  are more  sensitive to interest rate changes than
bonds with shorter maturities.

The fund,  as a  non-diversified  investment  company,  may  invest in a smaller
number of individual issuers than a diversified  investment company.  Therefore,
an investment in the fund may present greater risk and volatility to an investor
than an investment in a diversified investment company.

INVESTMENT PHILOSOPHY

The  investment  philosophy  of the  fund  is  premised  upon  the  belief  that
successful  investing in real estate securities  requires in-depth  knowledge of
the securities  market and a complete  understanding of the factors  influencing
the  performance  of real estate  assets.  The fund strives to provide  superior
performance  via  investment  in a select group of real estate  securities  with
strong cash flow growth  potential  and,  therefore,  the capacity for sustained
dividend increases.

The fund's approach is initially  driven by an  internally-generated  systematic
assessment  of  changing  real  estate  markets,  an  important  input  to sound
investment decisions.  The subadvisor tracks economic conditions and real estate
market  performance in major  metropolitan areas and screens markets to identify
areas of risk and opportunity,  and will focus  investment  activity in property
types and geographic areas it identifies as growth sectors.

This fundamental  approach focuses on identifying  changes in property level net
operating income and the impact on the ultimate stock  performance of individual
REITs.  It requires  extensive  local  research on property  markets  across the
United States,  direct inspection of individual property assets, and familiarity
with company management and operating  strategies.  Rigorous securities analyses
are performed to identify  investments with  unappreciated  potential to produce
superior,  long-term  returns.  Strategic sector allocations are directed by the
subadvisor's Strategic Investment Committee,  which has become increasingly more
important as sectors have grown and as attractive companies have emerged in each
major sector.

This  approach  can be broken  down into  three  areas.  First,  it  involves  a
macroeconomic  review  of  supply-demand  characteristics  and the  outlook  for
economic growth within specific  markets.  Next, it involves a top-down analysis
of the  relative  pricing of real  estate  securities.  Finally,  a  fundamental
analysis of each REIT portfolio on a  property-by-property  basis coupled with a
review of the company's  management  depth,  financial  structure,  and business
strategy is performed.

In managing the fund,  the subadvisor  uses a nationwide  network of real estate
professionals  employed by RREEF America L.L.C.  and its affiliates to assist in
evaluating  and monitoring  properties  held by public REITs.  (See  "Investment
Management," page 20.)


Prospectus                                  Information Regarding the Fund     7


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS AND RISKS
- -----------------------------------------------------------

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

U.S. FIXED INCOME SECURITIES

The fund may invest in fixed  income  securities  for  income or as a  defensive
strategy when the manager believes adverse economic or market  conditions exist.
As a  temporary  defensive  strategy,  the manager may invest part or all of the
fund's assets in debt securities. Fixed income securities are affected primarily
by changes in interest rates.  The prices of these  securities tend to rise when
interest rates fall, and  conversely  fall when interest rates rise.  Generally,
the  debt  securities  in  which  the  fund  may  invest  are  investment  grade
securities.  These are securities  rated in the four highest grades  assigned by
Moody's Investors  Service,  Inc. or Standard and Poor's Corporation or that are
unrated but deemed to be of comparable quality by the manager. For a description
of  fixed  income  securities  ratings,  see "An  Explanation  of  Fixed  Income
Securities Ratings" in the Statement of Additional Information.

Securities  rated in the lowest  investment-grade  category may have speculative
characteristics.  Changes in economic conditions or other circumstances are more
likely to lead to a weakened  capacity to make  principal and interest  payments
than is the case for higher grade bonds. The fund may invest in securities below
investment  grade  although  the  fund  will  not  purchase  such  bonds if such
investment  would cause more than 5% of its net assets to be so  invested.  Such
bonds are considered speculative. In the event of a downgrade of a debt security
held by the  fund to  below  investment  grade,  the  fund is not  automatically
required to sell the issue,  but the manager will consider  this in  determining
whether to hold the security. However, if such a downgrade would cause more than
5% of net assets to be invested in debt securities below investment grade, sales
will be made as soon as  practicable  to reduce  the  proportion  of debt  below
investment  grade to 5% of net assets or less.  When the manager  believes  that
economic or market  conditions  require a more  defensive  strategy,  the fund's
assets may be invested  without  limitation in cash or cash  equivalents such as
obligations  issued or guaranteed by the U.S.  government,  its agencies  and/or
instrumentalities  or high  quality  money  market  instruments  such as  notes,
certificates of deposit or bankers' acceptances.

DIVERSIFICATION

The fund is  classified  as a  "non-diversified"  investment  company  under the
Investment  Company  Act of 1940,  which  means the fund is not  limited  by the
Investment  Company Act in the  proportion of its assets that may be invested in
the  securities  of a single  issuer.  However,  the fund intends to conduct its
operations  so as to qualify as a regulated  investment  company for purposes of
the Internal Revenue Code, so that it will not be subject to U.S. federal income
tax  on  income  and  capital   gain   distributions   to   shareholders.   (See
"Distributions,"  page 18, and  "Taxes,"  page 19.) To so  qualify,  among other
requirements,  the fund will limit its investments so that, at the close of each
quarter of the taxable  year,  (i) not more than 25% of the market  value of the
fund's total assets will be invested in the securities of a single  issuer,  and
(ii) with respect to 50% of the market value of its total assets,  not more than
5% of the market value of its total assets will be invested in the securities of
a single  issuer  and the fund  will  not own more  than 10% of the  outstanding
voting securities of a single issuer. The fund's investments in U.S.  government
securities are not subject to these limitations.

PORTFOLIO LENDING

In order  to  realize  additional  income,  the  fund  may  lend  its  portfolio
securities  to  persons  not  affiliated  with  it  and  who  are  deemed  to be
creditworthy.  Such loans must be secured continuously by cash, collateral or by
irrevocable  letters  of credit  maintained  on a current  basis in an amount at
least equal to the market value of the securities  loaned.  During the existence
of the loan,  the fund must  continue to receive the  equivalent of the interest
and dividends  paid by the issuer on the  securities  loaned and interest on the
investment of the collateral.  The fund must have the right to call the loan and
obtain the  securities  loaned at any time on five days'  notice,  including the
right to call the loan to enable the fund to vote the securities. Such loans may
not exceed one-third of the fund's net assets valued at market.


8    Information Regarding the Fund                 American Century Investments


WHEN-ISSUED SECURITIES

The fund may purchase new issues of securities  on a  when-issued  basis without
limit when,  in the  opinion of  management,  such  purchases  will  further the
investment  objectives  of the fund.  The  price of  when-issued  securities  is
established  at the time the  commitment  to purchase  is made.  Delivery of and
payment for these securities  typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those  contracted for on the  when-issued  security.
Accordingly,  the value of such  security may decline  prior to delivery,  which
could result in a loss to the fund.  A separate  account  consisting  of cash or
high-quality  liquid  debt  securities  in an  amount  at  least  equal  to  the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
SEC has  taken  the  position  that  the  liquidity  of such  securities  in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board  of  Directors  to  determine,  such  determination  to be  based  upon  a
consideration  of the readily  available  trading  markets and the review of any
contractual  restrictions.  The staff also  acknowledges  that,  while the Board
retains ultimate  responsibility,  it may delegate this function to the manager.
Accordingly, the Board has established guidelines and procedures for determining
the liquidity of Rule 144A securities and has delegated the day-to-day  function
of determining the liquidity of Rule 144A  securities to the manager.  The Board
retains the  responsibility to monitor the  implementation of the guidelines and
procedures it has adopted.

Since the secondary  market for such securities is limited to certain  qualified
institutional   buyers,   the  liquidity  of  such  securities  may  be  limited
accordingly  and the fund may, from time to time, hold a Rule 144A security that
is illiquid.  In such an event,  the fund's  manager will  consider  appropriate
remedies to minimize the effect on the fund's liquidity. The fund may not invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

BORROWING

The fund's investment restrictions allow the fund to 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).

PORTFOLIO TURNOVER

Investment   decisions  to  purchase  and  sell  securities  are  based  on  the
anticipated  contribution of the security in question to the fund's  objectives.
The manager  believes that the rate of portfolio  turnover is irrelevant when it
or the  subadvisor  determines a change is in order to achieve those  objectives
and,  accordingly,  the annual  portfolio  turnover  rate  cannot be  accurately
predicted.

The portfolio turnover of the fund may be higher than other investment companies
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater  brokerage  commissions,  which is a cost that the fund
pays  directly.  Portfolio  turnover  may also affect the  character  of capital
gains,  if any,  realized and distributed by the fund since  short-term  capital
gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

The fund may enter into repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase  of  securities  pursuant  to its  investment  policies.  A  repurchase
agreement occurs when the fund purchases an  interest-bearing  obligation from a
bank or broker-dealer  registered under the Securities  Exchange Act of 1934 and
simultaneously


Prospectus                                  Information Regarding the Fund     9


agrees to sell it back on a specified date in the future  (usually less than one
week later) at a higher price.  The  repurchase  price  reflects an  agreed-upon
interest  rate during the time the fund's  money is invested in the security and
is considered by the staff of the SEC to be a loan by the fund.

The fund's risk in connection with  repurchase  agreements is the ability of the
seller  to pay the  repurchase  price  on the  repurchase  date.  If the  seller
defaults,  the fund may incur costs,  delays or losses.  Management monitors the
creditworthiness of sellers.

The fund will enter into repurchase  agreements only with those commercial banks
and  broker-dealers   whose   creditworthiness   has  been  reviewed  and  found
satisfactory by the manager  pursuant to criteria adopted by the fund's Board of
Directors.

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.  Performance data may be
quoted  separately for the Investor  Class and the other classes  offered by the
fund.

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 the fund's income over a stated period  expressed
as a percentage of the fund's share price.

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,  the 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  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services) 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,  such as Morgan  Stanley
REIT  Index,  NAREIT  Equity-Less  Health  Care  Index,  Standard  & Poor's  500
Composite Stock Price Index and Wilshire REIT Only Index. The performance of the
fund may also be  compared,  on a  relative  basis,  to other  funds in our fund
family. This relative comparison, which may be based upon historical or expected
fund  performance,  volatility or other fund  characteristics,  may be presented
numerically, graphically or in text.

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.


10   Information Regarding the Fund                 American Century Investments


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS


AMERICAN CENTURY INVESTMENTS
- ----------------------------

The  fund  offered  by  this  Prospectus  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.

INVESTING IN AMERICAN CENTURY
- -----------------------------

The following  section  explains how to invest with American  Century  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 17.

HOW TO OPEN AN ACCOUNT
- ----------------------

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You must also 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 12). 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:

o Receiving bank and routing number:
  Commerce Bank, N.A. (101000019)

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

o Beneficiary account number (BNF ACCT):
  2804918

o 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.

o Originator to Beneficiary (OBI):
  Name and address of owner of account into which you are investing.

o Bank to Bank Information
  (BBI or Free Form Text):

     o  Taxpayer identification or Social Security number.

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



Prospectus               How to Invest with American Century Investments      11



     o  Current tax year, previous  tax year or  rollover designation if an IRA.
        Specify  whether 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 this
page 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

     4917 Town Center Drive
     Leawood, Kansas

     1665 Charleston Road
     Mountain View, California

     2000 S. Colorado Blvd.
     Denver, Colorado

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:
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation, $50 for all other types of subsequent investments.

BY MAIL

When making subsequent investments,  enclose your check with the investment slip
portion of the confirmation of a previous investment.  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

Once your  account is open,  you may make  investments  by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank  account.  You may  call an  Investor  Services  Representative  or use our
Automated Information Line.

BY ONLINE ACCESS

Once  your  account  is  open,  you may  make  investments  online  if you  have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page 11 and indicate your account number.

IN PERSON

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

AUTOMATIC INVESTMENT PLAN

You  may  elect  on  your  application  to  make  investments  automatically  by
authorizing us to 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 one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER
- -------------------------------------------

As long  as you  meet  any  minimum  initial  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 funds' net asset values are  calculated,  which is
one hour prior to the close of the New York Stock  Exchange  for funds issued by
the 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 18.

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


12 How to Invest with American Century Investments  American Century Investments



the  amount of at least  $50 per  month.  See our  Investor  Services  Guide for
further information about exchanges.

If, in any 90-day period,  the total of your exchanges and your redemptions from
any one  account  exceeds  the lesser of  $250,000  or 1% of the fund's  assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions (see "Special  Requirements for Large  Redemptions,"
page 14).

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 15) if you
have authorized us to accept telephone  instructions.  You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

BY ONLINE ACCESS

You can make exchanges  online if you have authorized us to accept  instructions
over the Internet.  You can authorize this by selecting  "Full Services" on 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 (see "Signature  Guarantee," page
14).

BY TELEPHONE

If you have authorized us to accept telephone instructions,  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 or request a brochure,  please call an Investor Services
Representative.

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 one of our Investor Services Representatives.

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 will  usually  receive  wired funds  within 48 hours of  transmission.
Funds transferred by ACH may be received up to seven days after transmission.


Prospectus               How to Invest with American Century Investments      13



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.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the  Investment  Company Act,
which obligates the fund make certain  redemptions in cash. This  requirement to
pay  redemptions in cash applies to situations  where one  shareholder  redeems,
during any 90-day  period,  up to the lesser of  $250,000 or 1% of the assets of
the fund.  Although  redemptions in excess of this limitation will also normally
be paid in cash, we reserve the right under unusual circumstances to honor these
redemptions  by  making  payment  in  whole  or in  part in  readily  marketable
securities (a "redemption-in-kind").

If payment is made in securities,  the securities  will be selected by the fund,
will be valued in the same manner as they are in computing  the fund's net asset
value and will be provided without prior notice.

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

Despite the fund's right to redeem fund shares through a redemption-in-kind,  we
do not expect to exercise this option unless the fund has an unusually low level
of cash to meet redemptions and/or is experiencing  unusually strong demands for
its  cash.  Such a demand  might be  caused,  for  example,  by  extreme  market
conditions  that  result in an  abnormally  high  level of  redemption  requests
concentrated in a short period of time.  Absent these or similar  circumstances,
we expect  redemptions in excess of $250,000 to be paid in cash in any fund with
assets of more than $50 million if total redemptions from any one account in any
90-day period do not exceed one-half of 1% of the total assets of the fund.

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 either  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.  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.  Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee would be required when:

     o    redeeming more than $25,000; or

     o    establishing or increasing a Check-A-Month or automatic transfer on an
          existing account.

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  service  options to make your account easier to manage.  These
are listed on the account  application.  Please  make note of these  options and
elect the ones that are  appropriate  for you. Be aware that the "Full Services"
option offers you the most  flexibility.  You will find more  information  about
each of these service options in our Investor Services Guide.

Our special shareholder services include:


14 How to Invest with American Century Investments  American Century Investments



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.  If you have authorized us to accept telephone  instructions,  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  your funds'  daily  share  prices,  receive  updates on major  market
indexes  and view  historical  performance  of your funds.  If you select  "Full
Services" on your application,  you can use your personal access code and Social
Security  number  to view your  account  balances  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  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:

     o    Individual Retirement Accounts (IRAs);

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

     o    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 can also  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 may also 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.


Prospectus               How to Invest with American Century Investments      15



(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  investment  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 may also 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 better understand your fund.


16 How to Invest with American Century Investments  American Century Investments



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 fund,
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.


Prospectus               How to Invest with American Century Investments      17



                     ADDITIONAL INFORMATION YOU SHOULD KNOW


SHARE PRICE
- -----------

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is  determined  by  calculating  the  total  value of the  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 the 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  receipt by us 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  before the time as of which the net
asset  value 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.

HOW SHARE PRICE IS DETERMINED

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

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.  If no sale is  reported,  or if local  convention  or  regulation  so
provides, the mean of the latest bid and asked price is used. Depending on local
convention or regulation,  securities traded  over-the-counter are priced at the
mean of the latest bid and asked  prices or at the last sale price.  When market
quotations are not readily available,  securities and other assets are valued at
fair value as determined in accordance with  procedures  adopted by the Board of
Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of Investor  Class  shares of the fund will be  published in
leading newspapers daily when the fund has met the minimum requirements for such
listing.  The net asset  value of each fund in the  American  Century  family of
funds  may  be  obtained  by  calling  us  or  by  accessing  our  Web  site  at
www.americancentury.com.

DISTRIBUTIONS
- -------------

Distributions  from net  investment  income  are  declared  and paid  quarterly.
Distributions from net


18 Additional Information You Should Know           American Century Investments



realized  securities  gains,  if any, are declared and paid once a year, but the
fund  may  make  distributions  on a more  frequent  basis  to  comply  with the
distribution  requirements of the Internal Revenue Code and Regulations,  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 Individual Retirement Accounts 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 the 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.

Because such gains and dividends are included in the value of your shares,  when
they are  distributed,  the value of your shares is reduced by the amount of the
distribution.  If you buy your share  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  funds  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.  Distributions  from net long-term capital gains are taxable as
long-term  capital  gains  regardless  of the  length  of time you have held the
shares on which such distributions are paid.  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 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)  remains the same.  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.

Because of the nature of REIT  investments,  REITs may generate  significant non
cash  deductions  (i.e.  depreciation  on real estate  holdings)  while having a
greater cash flow to distribute to its shareholders.  If a REIT distributes more
cash than it has taxable  income,  a "return of capital"  results.  A "return of
capital"  represents a portion of a  shareholder's  original  investment that is
generally non taxable when distributed (returned) to the investor. If you do not
reinvest distributions, the cost basis of your shares will be decreased


Prospectus                        Additional Information You Should Know      19



by the amount of return capital,  which may result in a larger capital gain when
you sell your shares.  Although a return of capital is generally  non taxable to
you upon distribution, it would be taxable to you as a capital gain if your cost
basis in the shares is reduced to zero.  This could occur if you do not reinvest
distributions and the returns of capital are significant.

Because the REITs  invested in by the fund do not provide  complete  information
about the taxability of their  distributions  until after the calendar year end,
American  Century  may  not  be  able  to  determine  how  much  of  the  fund's
distribution is taxable to shareholders  until after the January 31 deadline for
issuing Form 1099-DIV.  As a result,  the fund may request  permission each year
from the  Internal  Revenue  Service  for an  extension  of time to  issue  Form
1099-DIV to February 28.

Distributions  may also 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.

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  will  generally  recognize  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 long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

The fund may  invest  in REITs  that  hold  residual  interests  in real  estate
mortgage investment conduits.  Under Treasury regulations that have not yet been
issued, but may apply retroactively,  a portion of the fund's income from a REIT
that is attributable to the REIT's residual  interest in a REMIC will be subject
to  federal  income  tax in all  events.  (See  "Additional  Information  on Tax
Issues-Taxation  of  Certain  Mortgage  REITs" in the  Statement  of  Additional
Information.)

MANAGEMENT
- ----------

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland,  the Board of Directors is  responsible
for  managing  the  business  and  affairs of the fund.  Acting  pursuant  to an
investment  management  agreement  entered into with the fund,  American Century
Investment  Management,  Inc. serves as the investment  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.

RREEF Real Estate  Securities  Advisers L.P.,  acting  pursuant to a subadvisory
agreement among it, American Century Investment  Management,  Inc. and the fund,
makes the day-to-day  investment  decisions for the fund in accordance  with the
fund's investment objective, policies, and restrictions under the supervision of
the manager and the Board of Directors.

The portfolio manager members of the subadvisor's team that manages the fund and
their work experience for the last five years are as follows:


20   Additional Information You Should Know         American Century Investments



KIM G.  REDDING,  Portfolio  Manager,  is one of the  fund's  primary  portfolio
managers.  Mr. Redding has served as the President of the  subadvisor's  general
partner  since its  inception in 1993,  is  currently a member of RREEF  America
L.L.C. and is a Senior Vice President of RREEF Management Company.  From 1990 to
1993, he was a principal in K.G.  Redding & Associates,  an investment  advisor,
and prior  thereto  he was the  President  of  Redding,  Melchor &  Company,  an
investment advisor.  Mr. Redding has been professionally  managing portfolios of
real estate securities since 1987.

KAREN J. KNUDSON,  Portfolio  Manager,  is one of the fund's  primary  portfolio
managers.  Ms.  Knudson is a Vice  President of the  subadvisor,  is currently a
member of RREEF  America  L.L.C.  and is a Vice  President  of RREEF  Management
Company.  Prior to joining the  subadvisor,  she was Senior Vice  President  and
Chief Financial  Officer of Security Capital Group, an investment  advisor,  and
prior  thereto  she was the  President,  Director of Real  Estate  Research  and
Portfolio Manager of Bailard, Biehl and Kaiser Real Estate Investment Trust. Ms.
Knudson has 14 years of real estate experience, specializing in the area of real
estate investment trusts.

The  representative of the investment manager that will oversee the subadvisor's
operation of the fund is as follows:

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

The  activities of the manager and the subadvisor 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  Investor  Class of the  fund,  the  manager
receives an annual fee of 1.20% of the average net assets of the fund.

On the first business day of each month, the fund pays the management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month is calculated by multiplying  1.20% of 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).

For  subadvisory  services,  the manager  pays the  subadvisor  an annual fee of
0.425% of the average net assets of the fund.

PERFORMANCE HISTORY OF THE SUBADVISOR

While the subadvisor has limited operational history with the fund, set forth on
page 22 are certain  performance data,  provided by the subadvisor,  relating to
the  performance  of  all  private  accounts  managed  by the  subadvisor  using
investment  strategies  and  techniques  similar  to those that are used for the
fund. Also set forth on page 22, for comparison,  are the performances of widely
recognized  indices of market  activity based upon the aggregate  performance of
selected unmanaged portfolios of publicly traded common stocks.

The results presented may not necessarily equate with the returns experienced by
the fund,  owing to the  differences  in brokerage  commissions,  investment and
management  fees,  the size of  positions  taken in relation to account size and
diversification of securities, as well as other costs, such as registration fees
borne by the fund but not incurred by the private accounts. Investors should not
rely on the  following  data  as an  indication  of  future  performance  of the
subadvisor or of the fund. Investors should be aware that the use of methods for
computing  performance  numbers  different than that used by the subadvisor with
respect to its accounts  could result in  performance  data  different than that
shown.


Prospectus                        Additional Information You Should Know      21

<TABLE>
<CAPTION>
                             PERFORMANCE HIGHLIGHTS
                                (See Notes Below)


ANNULIZED RETURNS FROM OCTOBER 1987 THROUGH DECEMBER 1996
- ------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>      <C>     <C>       <C>     <C>      <C>      <C>      <C>     <C>  
RREEF Real Estate Securities Advisers
     Before Fees..............................................................................................15.5%
     After Fees...............................................................................................14.3%
NAREIT Equity Less Healthcare.................................................................................10.0%
Wilshire REIT Index............................................................................................8.6%


                                                                  For the Years Ended December 31,
                                        ---------------------------------------------------------------------------

                                        1988     1989     1990     1991    1992     1993     1994     1995    1996

ANNUAL TIME-WEIGHTED RETURNS
- -------------------------------------------------------------------------------------------------------------------
RREEF Real Estate Securities Advisers
     Before Fees ...................... 8.2%     7.7%    (4.8)%    32.9%   29.4%    19.0%    4.8%     13.9%   41.1%
     After Fees ....................... 6.8%     6.1%    (6.4)%    30.9%   28.1%    18.0%    4.3%     13.0%   40.3%
NAREIT Equity Less Healthcare ......... 15.8%    4.6%    (23.6)%   29.4%   20.7%    18.7%    3.0%     14.2%   36.4%
Wilshire REIT Index ................... 17.5%    2.7%    (23.4)%   23.8%   15.3%    15.2%    2.7%     12.2%   37.0%
</TABLE>


Notes: The subadvisor's "After Fees" performance includes reinvested  dividends,
capital gains and losses, and deducts advisory fees (generally between 0.65% and
0.75%) and other account expenses. The subadvisor's "Before Fees" performance is
presented  before  applicable  advisory  fees  and  reflects  growth  investment
results.  Other  indices noted do not deduct  advisory  fees.  Past  performance
indicated for the subadvisor relates to all discretionary accounts managed using
investment  strategies  and  techniques  similar to those used by the fund,  and
includes,  for the period prior to July 1993,  performance  under a  predecessor
advisor (K.G. Redding & Associates) using the same investment approach and under
the  same  primary  portfolio  manager.  Past  performance  is  not  necessarily
indicative of future results nor can it be assumed that any recommendations will
be profitable.


The  Wilshire  Real  Estate  Securities  Index  (REIT  component)  is  a  market
capitalization  weighted index comprised of 98 equity REITS as of December 1996.
It does not include  special  purpose or  healthcare  REITS.  The NAREIT  Equity
without Healthcare Index is a market capitalization  weighted index comprised of
198 REITS,  as of  December  1996,  with 75% or greater  of their  gross  assets
invested in equity ownership of real estate and excludes healthcare REITS.


22   Additional Information You Should Know         American Century Investments



CODE OF ETHICS

The fund and the manager have adopted a Code of Ethics,  as has the  subadvisor,
which restricts personal investing practices by employees of the manager and its
affiliates.  Among other  provisions,  the fund and manager's Code of Ethics and
the  subadvisor's   Code  of  Ethics  require  that  employees  with  access  to
information  about  the  purchase  or  sale of  securities  in the  fund  obtain
preclearance  before  executing  personal  trades.  With  respect  to  Portfolio
Managers  and  other  investment  personnel,   both  Codes  of  Ethics  prohibit
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.
The  subadvisor's  Code of Ethics  provides that upon approval of the compliance
officer, certain acquisitions of securities in an initial public offering may be
permitted,  but  that  such  approval  will be  granted  only  in  extraordinary
circumstances.  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,  4500 Main Street, Kansas City, Missouri,
64111,  acts as transfer  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 funds 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 the American  Century  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.

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

DISTRIBUTION OF FUND SHARES
- ---------------------------

The fund's shares are distributed by American Century Investment Services,  Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the manager.
The manager pays all expenses for promoting and  distributing the Investor Class
of fund shares offered by this Prospectus. The Investor Class of shares does not
pay  any  commissions  or  other  fees  to  the  Distributor  or  to  any  other
broker-dealers  or financial  intermediaries in connection with the distribution
of fund shares.

FURTHER INFORMATION ABOUT AMERICAN CENTURY
- ------------------------------------------

American Century Capital Portfolios,  Inc. the issuer of the fund, was organized
as a Maryland corporation on June 14, 1993.

American Century Capital Portfolios, Inc. is a diversified,  open-end management
investment  company whose shares were first offered for sale  September 1, 1993.
Its business and affairs are managed by its officers  under the direction of its
Board of Directors.

The American Century Real Estate Fund commenced  operations June 16, 1997, after
the RREEF Real Estate  Securities  Fund merged into the fund.  As a successor to
the RREEF fund, the prior performance history of the RREEF fund will continue in
the fund.

The principal  office of the fund is American  Century Tower,  4500 Main Street,
P.O. Box 419200, Kansas City,


Prospectus                        Additional Information You Should Know      23



Missouri,  64141-6200.  All inquiries may be made by mail to that address, or by
phone to 1-800-345-2021. (international calls: 816-531-5575.)

American Century Capital Portfolios, Inc. currently issues three series of $0.01
par value  shares.  Each  series is commonly  referred to as a fund.  The assets
belonging to each series of shares are held separately by the custodian.

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  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  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 another  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 bylaws, the holders of 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.



24   Additional Information You Should Know         American Century Investments


                                      NOTES


Prospectus                                                           Notes    25



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

Internet: www.americancentury.com


                             [american century logo]
                                    American
                                  Century(sm)

9706           [recycled logo]
SH-BKT-8460       Recycled 
<PAGE>
                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

                                  MAY 21, 1997
                              REVISED JUNE 16, 1997



                                    AMERICAN
                                     CENTURY
                                      GROUP


                                Real Estate Fund


INSTITUTIONAL CLASS

[front cover]


                          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 Group(R)        American Century Group    Twentieth Century(R) Group

  MONEY MARKET FUNDS        ASSET ALLOCATION &
 GOVERNMENT BOND FUNDS        BALANCED FUNDS                GROWTH FUNDS
DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS       INTERNATIONAL FUNDS
 MUNICIPAL BOND FUNDS         SPECIALTY FUNDS

                             Real Estate Fund



                                   PROSPECTUS
                                  MAY 21, 1997
                              REVISED JUNE 16, 1997


                                REAL ESTATE FUND
                               INSTITUTIONAL CLASS


                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


American  Century  Capital  Portfolios,  Inc.  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. The American Century Real Estate
Fund 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 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 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 May 21,  1997,  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 o P.O. Box 419385
                Kansas City, Missouri 64141-6385 o 1-800-345-3533
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-444-3038
                        Internet: 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 REAL ESTATE FUND
- ---------------------------------

The  investment  objective  of American  Century  Real Estate Fund is  long-term
capital appreciation. Income is a secondary objective. The fund seeks to achieve
its  objective  by  investing  primarily  in  securities  issued by real  estate
investment  trusts and in the  securities  of  companies  which are  principally
engaged in the real estate industry.


   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
Financial Highlights.........................................................5


INFORMATION REGARDING THE FUND
- --------------------------------------------------------------------------------
Investment Policies of the Fund..............................................6
     Investment Objective....................................................6
     Investment Strategy.....................................................6
     Investments In Real Estate..............................................6
     Investment Philosophy...................................................7
Other Investment Practices, Their Characteristics
   and Risks.................................................................7
     U.S. Fixed Income Securities............................................8
     Diversification.........................................................8
     Portfolio Lending.......................................................8
     When-Issued Securities..................................................8
     Rule 144A Securities....................................................9
     Borrowing...............................................................9
     Portfolio Turnover......................................................9
     Repurchase Agreements...................................................9
Performance Advertising.....................................................10


HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
- --------------------------------------------------------------------------------
American Century Investments................................................11
Investing in American Century...............................................11
How to Open an Account......................................................11
         By Mail............................................................11
         By Wire............................................................11
         By Exchange........................................................11
         In Person..........................................................11
     Subsequent Investments.................................................12
         By Mail............................................................12
         By Telephone.......................................................12
         By Wire............................................................12
         In Person..........................................................12
     Automatic Investment Plan..............................................12
     Minimum Investment.....................................................12
How to Exchange from One Account to Another.................................12
         By Mail ...........................................................13
         By Telephone.......................................................13
How to Redeem Shares........................................................13
         By Mail ...........................................................13
         By Telephone.......................................................13
         By Check-A-Month...................................................13
         Other Automatic Redemptions........................................13
     Redemption Proceeds....................................................13
         By Check...........................................................13
         By Wire and ACH....................................................13
     Special Requirements for Large Redemptions.............................13
Signature Guarantee.........................................................14
Special Shareholder Services................................................14
         Open Order Service.................................................14
         Tax-Qualified Retirement Plans.....................................15
Important Policies Regarding Your Investments...............................15
Reports to Shareholders.....................................................15
Customers of Banks, Broker-Dealers and Other
   Financial Intermediaries.................................................16


ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
Share Price.................................................................17
     When Share Price Is Determined.........................................17
     How Share Price Is Determined..........................................17
     Where to Find Information About Share Price............................17
Distributions...............................................................17
Taxes    18
     Tax-Deferred Accounts..................................................18
     Taxable Accounts.......................................................18
Management..................................................................19
     Investment Management..................................................19
     Performance History of the Subadvisor..................................20
     Performance Highlights.................................................21
     Code of Ethics.........................................................22
     Transfer and Administrative Services...................................22
Distribution of Fund Shares.................................................22
Further Information About American Century..................................22


Prospectus                                                   Table of Contents 3



                     TRANSACTION AND OPERATING EXPENSE TABLE

                                                                Real Estate Fund

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............................................................1.00%
12b-1 Fees..................................................................none
Other Expenses(1)..........................................................0.00%
Total Fund Operating Expenses..............................................1.00%

EXAMPLE:
- --------------------------------------------------------------------------------
You would pay the following expenses on a                       1 year     $  10
$1,000 investment, assuming a 5% annual return and              3 years       32
redemption at the end of each time period:                      5 years       55
                                                                10 years     122

(1)      Other expenses,  which includes the fees and expenses  (including legal
         counsel fees) of those  directors who are not  "interested  persons" as
         defined in the  Investment  Company  Act,  are expected to be less than
         0.01 of 1% of average net assets for the next fiscal year.


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 Securities
and Exchange Commission 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  institutional
investors.   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 classes. For additional  information about the various
classes, see "Further Information About American Century," page 22.


4  Transaction and Operating Expense Table          American Century Investments


                              FINANCIAL HIGHLIGHTS
                                REAL ESTATE FUND


The fund had no assets  prior to June 13,  1997,  the date the RREEF Real Estate
Securities  Fund merged into the fund.  The financial  information in this table
regarding  selected per share data for the fund reflects the  performance of the
RREEF  fund,  which had a total  expense  ratio that was  voluntarily  capped at
1.00%, which is the same expense ratio as the shares offered by this Prospectus.

The performance  information for each of the periods  presented has been audited
by Deloitte & Touche  L.L.P.,  independent  accountants,  whose  report  thereon
appears in the fund's  annual  report.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge.  The  information  presented is for a share  outstanding  throughout the
years ended October 31, except as noted.

<TABLE>
                                                                         1996             1995(1)


PER-SHARE DATA
- --------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>   
Net Asset Value, Beginning of Period.................................    $9.82            $10.00
Income From Investment Operations
     Net Investment Income...........................................    0.55              0.07
     Net Realized and Unrealized Gain (Loss) on Investments..........    2.27             (0.25)
     Total From Investment Operations................................    2.82             (0.18)
Less Distributions to Shareholders
     From Net Investment Income......................................   (0.35)              .--
Net Asset Value, End of Period.......................................   $12.29             $9.82
     Aggregate Total Return..........................................   29.28%            (1.80)%


RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------
Net Expenses as a Percentage of Average Net Assets(3)................    1.00%           1.50%(2)
Net Expenses as a Percentage of Average Net Assets
     (before waiver, offset and reimbursement)(3)....................    6.83%           14.83%(2)
Net Investment Income as a Percentage of Average Net Assets(3).......    5.84%           6.66%(2)
Net Investment Income as a Percentage of Average Net Assets
     (before waiver, offset and reimbursement)(3)....................    0.01%          (6.67)%(2)
Portfolio Turnover Rate .............................................     86%               0%
Average Broker Commission Rate.......................................   $0.0545             --
Net Assets, End of Period (in thousands).............................   $7,209            $2,983



(1)  September 21, 1995 (inception) through October 31, 1995.

(2)  Annualized.

(3)  During  these two  periods,  RREEF Real  Estate  Securities  Advisers  L.P.
     voluntarily  agreed  to waive  its  management  fee and  reimburse  certain
     expenses  incurred by the Fund.  The Custodian  offset part of its fees for
     balance credits given to the Fund.
</TABLE>

Prospectus                                          Financial Highlights       5



                         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,   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  objectives.  These
policies and practices,  which are described throughout this Prospectus, are not
designated  as  fundamental  policies  and may be  changed  without  shareholder
approval.

INVESTMENT OBJECTIVE

The fund's  primary  investment  objective  is long-term  capital  appreciation.
Current  income is a  secondary  consideration.  The fund seeks to  achieve  its
objective by investing  primarily in securities issued by real estate investment
trusts and in the securities of companies which are  principally  engaged in the
real  estate  industry.  There is no  assurance  that the fund will  achieve its
investment objective.

INVESTMENT STRATEGY

Under  normal  conditions,  the fund will  invest not less than 80% of its total
assets in equity  securities of companies which are  principally  engaged in the
real estate industry.  Equity securities  include common stock,  preferred stock
and securities convertible into common stock. A company will be considered to be
"principally  engaged in the real  estate  industry"  if, in the  opinion of the
manager,  at the time its  securities are purchased by the fund, at least 50% of
its revenues or at least 50% of the market  value of its assets is  attributable
to the ownership, construction, management or sale of residential, commercial or
industrial  real  estate.  Companies  principally  engaged  in the  real  estate
industry may include,  among others, equity REITs and real estate master limited
partnerships,  mortgage  REITs,  and real  estate  brokers and  developers.  See
"Investments in Real Estate," this page.

The fund may also  invest  up to 20% of its total  assets  in other  securities.
Other securities may include debt securities and equity  securities of companies
not principally  engaged in the real estate  industry.  (See "U.S.  Fixed Income
Securities," page 8.)

REITs pool investors'  funds for investment  primarily in income  producing real
estate or real estate related loans or interests.  A REIT is not taxed on income
distributed to shareholders if it complies with various requirements relating to
its organization,  ownership, assets and income and with the requirement that it
distribute to its  shareholders  at least 95% of its taxable  income (other than
net capital  gains) for each taxable year.  REITs can generally be classified as
equity REITs,  mortgage REITs and hybrid REITs. Equity REITs invest the majority
of their assets directly in real property and derive their income primarily from
rents.  Equity REITs can also realize capital gains by selling property that has
appreciated in value. Mortgage REITs invest the majority of their assets in real
estate  mortgages  and derive their income  primarily  from  interest  payments.
Hybrid  REITs  combine the  characteristics  of both equity  REITs and  mortgage
REITs.

INVESTMENTS IN REAL ESTATE

The fund may be subject to certain  risks similar to those  associated  with the
direct  ownership of real estate because of its policy of  concentration  in the
securities  of  companies  which  are  principally  engaged  in the real  estate
industry. The risks of direct ownership of real estate include: risks related to
general,  regional and local economic  conditions and  fluctuations  in interest
rates;  overbuilding and increased competition;  increases in property taxes and
operating expenses; changes in zoning laws; heavy cash flow dependency; possible
lack of  availability  of  mortgage  funds;  losses  due to  natural  disasters;
regulatory limitations on rents;  variations in market rental rates; and changes
in  neighborhood  values.  In  addition,  the  fund  may  incur  losses  due  to
environmental  problems.  If  there is  historic  contamination  at a site,  the
current owner is one of the parties that may be responsible for clean up costs.


6  Information Regarding the Fund                   American Century Investments



Equity REITs may be affected by changes in the value of the underlying  property
owned by the trusts,  while mortgage REITs may be affected by default or payment
problems  relating to underlying  mortgages,  the quality of credit extended and
self-liquidation  provisions  by  which  mortgages  held may be paid in full and
distributions  of capital  returns may be made at any time.  Equity and mortgage
REITs are dependent upon the skill of their individual  management personnel and
generally are not diversified.  In addition,  equity and mortgage REITs could be
adversely  affected by failure to qualify for  tax-free  pass-through  of income
under  the  Internal   Revenue  Code,  or  to  maintain  their  exemptions  from
registration  under the Investment Company Act. By investing in REITs indirectly
through the fund, a shareholder will bear not only a proportionate  share of the
expenses  of the fund,  but also  indirectly,  similar  expenses  of the  REITs,
including compensation of management.

To the extent the fund is invested in debt  securities  (including  asset backed
securities)  or mortgage  REITs,  it will be subject to credit risk and interest
rate risk. Credit risk relates to the ability of the issuer to meet interest and
principal  payments when due.  Interest rate risk refers to the  fluctuations in
the net asset value of any portfolio of fixed income securities resulting solely
from the  inverse  relationship  between  the price  and  yield of fixed  income
securities;  that is, when interest rates rise, bond prices  generally fall and,
conversely,  when interest rates fall,  bond prices  generally rise. In general,
bonds with longer  maturities  are more  sensitive to interest rate changes than
bonds with shorter maturities.

The fund,  as a  non-diversified  investment  company,  may  invest in a smaller
number of individual issuers than a diversified  investment company.  Therefore,
an investment in the fund may present greater risk and volatility to an investor
than an investment in a diversified investment company.

INVESTMENT PHILOSOPHY

The  investment  philosophy  of the  fund  is  premised  upon  the  belief  that
successful  investing in real estate securities  requires in-depth  knowledge of
the securities  market and a complete  understanding of the factors  influencing
the  performance  of real estate  assets.  The fund strives to provide  superior
performance  via  investment  in a select group of real estate  securities  with
strong cash flow growth  potential  and,  therefore,  the capacity for sustained
dividend increases.

The fund's approach is initially  driven by an  internally-generated  systematic
assessment  of  changing  real  estate  markets,  an  important  input  to sound
investment decisions.  The subadvisor tracks economic conditions and real estate
market  performance in major  metropolitan areas and screens markets to identify
areas of risk and opportunity,  and will focus  investment  activity in property
types and geographic areas it identifies as growth sectors.

This fundamental  approach focuses on identifying  changes in property level net
operating income and the impact on the ultimate stock  performance of individual
REITs.  It requires  extensive  local  research on property  markets  across the
United States,  direct inspection of individual property assets, and familiarity
with company management and operating  strategies.  Rigorous securities analyses
are performed to identify  investments with  unappreciated  potential to produce
superior,  long-term  returns.  Strategic sector allocations are directed by the
subadvisor's Strategic Investment Committee,  which has become increasingly more
important as sectors have grown and as attractive companies have emerged in each
major sector.

This  approach  can be broken  down into  three  areas.  First,  it  involves  a
macroeconomic  review  of  supply-demand  characteristics  and the  outlook  for
economic growth within specific  markets.  Next, it involves a top-down analysis
of the  relative  pricing of real  estate  securities.  Finally,  a  fundamental
analysis of each REIT portfolio on a  property-by-property  basis coupled with a
review of the company's  management  depth,  financial  structure,  and business
strategy is performed.

In managing the fund,  the subadvisor  uses a nationwide  network of real estate
professionals  employed by RREEF America L.L.C.  and its affiliates to assist in
evaluating  and monitoring  properties  held by public REITs.  (See  "Investment
Management," page 19.)

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS AND RISKS
- -----------------------------------------------------------

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


Prospectus                                  Information Regarding the Fund     7



U.S. FIXED INCOME SECURITIES

The fund may invest in fixed  income  securities  for  income or as a  defensive
strategy when the manager believes adverse economic or market  conditions exist.
As a  temporary  defensive  strategy,  the manager may invest part or all of the
fund's assets in debt securities. Fixed income securities are affected primarily
by changes in interest rates.  The prices of these  securities tend to rise when
interest rates fall, and  conversely  fall when interest rates rise.  Generally,
the  debt  securities  in  which  the  fund  may  invest  are  investment  grade
securities.  These are securities  rated in the four highest grades  assigned by
Moody's Investors Services,  Inc. or Standard and Poor's Corporation or that are
unrated but deemed to be of comparable quality by the manager. For a description
of  fixed  income  securities  ratings,  see "An  Explanation  of  Fixed  Income
Securities Ratings" in the Statement of Additional Information.

Securities  rated in the lowest  investment-grade  category may have speculative
characteristics.  Changes in economic conditions or other circumstances are more
likely to lead to a weakened  capacity to make  principal and interest  payments
than is the case for higher grade bonds. The fund may invest in securities below
investment  grade  although  the  fund  will  not  purchase  such  bonds if such
investment  would cause more than 5% of its net assets to be so  invested.  Such
bonds are considered speculative. In the event of a downgrade of a debt security
held by the  fund to  below  investment  grade,  the  fund is not  automatically
required to sell the issue,  but the manager will consider  this in  determining
whether to hold the security. However, if such a downgrade would cause more than
5% of net assets to be invested in debt securities below investment grade, sales
will be made as soon as  practicable  to reduce  the  proportion  of debt  below
investment  grade to 5% of net assets or less.  When the manager  believes  that
economic or market  conditions  require a more  defensive  strategy,  the fund's
assets may be invested  without  limitation in cash or cash  equivalents such as
obligations  issued or guaranteed by the U.S.  government,  its agencies  and/or
instrumentalities  or high  quality  money  market  instruments  such as  notes,
certificates of deposit or bankers' acceptances.

DIVERSIFICATION

The fund is  classified  as a  "non-diversified"  investment  company  under the
Investment  Company  Act of 1940,  which  means the fund is not  limited  by the
Investment  Company Act in the  proportion of its assets that may be invested in
the  securities  of a single  issuer.  However,  the fund intends to conduct its
operations  so as to qualify as a regulated  investment  company for purposes of
the Internal Revenue Code, so that it will not be subject to U.S. federal income
tax  on  income  and  capital   gain   distributions   to   shareholders.   (See
"Distributions,"  page 17, and  "Taxes,"  page 18.) To so  qualify,  among other
requirements,  the fund will limit its investments so that, at the close of each
quarter of the taxable  year,  (i) not more than 25% of the market  value of the
fund's total assets will be invested in the securities of a single  issuer,  and
(ii) with respect to 50% of the market value of its total assets,  not more than
5% of the market value of its total assets will be invested in the securities of
a single  issuer  and the fund  will  not own more  than 10% of the  outstanding
voting securities of a single issuer. The fund's investments in U.S.  government
securities are not subject to these limitations.

PORTFOLIO LENDING

In order  to  realize  additional  income,  the  fund  may  lend  its  portfolio
securities  to  persons  not  affiliated  with  it  and  who  are  deemed  to be
creditworthy.  Such loans must be secured continuously by cash, collateral or by
irrevocable  letters  of credit  maintained  on a current  basis in an amount at
least equal to the market value of the securities  loaned.  During the existence
of the loan,  the fund must  continue to receive the  equivalent of the interest
and dividends  paid by the issuer on the  securities  loaned and interest on the
investment of the collateral.  The fund must have the right to call the loan and
obtain the  securities  loaned at any time on five days'  notice,  including the
right to call the loan to enable the fund to vote the securities. Such loans may
not exceed one-third of the fund's net assets valued at market.

WHEN-ISSUED SECURITIES

The fund may purchase new issues of securities  on a  when-issued  basis without
limit when, in the opinion of management, such purchases will further


8   Information Regarding the Fund                  American Century Investments



the investment  objectives of the fund.  The price of when-issued  securities is
established  at the time the  commitment  to purchase  is made.  Delivery of and
payment for these securities  typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those  contracted for on the  when-issued  security.
Accordingly,  the value of such  security may decline  prior to delivery,  which
could result in a loss to the fund.  A separate  account  consisting  of cash or
high-quality  liquid  debt  securities  in an  amount  at  least  equal  to  the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
SEC has  taken  the  position  that  the  liquidity  of such  securities  in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board  of  Directors  to  determine,  such  determination  to be  based  upon  a
consideration  of the readily  available  trading  markets and the review of any
contractual  restrictions.  The staff also  acknowledges  that,  while the Board
retains ultimate  responsibility,  it may delegate this function to the manager.
Accordingly, the Board has established guidelines and procedures for determining
the liquidity of Rule 144A securities and has delegated the day-to-day  function
of determining the liquidity of Rule 144A  securities to the manager.  The Board
retains the  responsibility to monitor the  implementation of the guidelines and
procedures it has adopted.

Since the secondary  market for such securities is limited to certain  qualified
institutional   buyers,   the  liquidity  of  such  securities  may  be  limited
accordingly  and the fund may, from time to time, hold a Rule 144A security that
is illiquid.  In such an event,  the fund's  manager will  consider  appropriate
remedies to minimize the effect on the fund's liquidity. The fund may not invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

BORROWING

The fund's investment restrictions allow the fund to borrow money, for temporary
or emergency  purposes  (not for  leveraging  or  investment),  in an amount not
exceeding 331/3% of the fund's total assets (including the amount borrowed) less
liabilities (other than borrowings).

PORTFOLIO TURNOVER

Investment   decisions  to  purchase  and  sell  securities  are  based  on  the
anticipated  contribution of the security in question to the fund's  objectives.
The manager  believes that the rate of portfolio  turnover is irrelevant when it
or the  subadvisor  determines a change is in order to achieve those  objectives
and,  accordingly,  the annual  portfolio  turnover  rate  cannot be  accurately
predicted.

The portfolio turnover of the fund may be higher than other investment companies
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater  brokerage  commissions,  which is a cost that the fund
pays  directly.  Portfolio  turnover  may also affect the  character  of capital
gains,  if any,  realized and distributed by the fund since  short-term  capital
gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

The fund may enter into repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase  of  securities  pursuant  to its  investment  policies.  A  repurchase
agreement occurs when the fund purchases an  interest-bearing  obligation from a
bank or broker-dealer  registered under the Securities  Exchange Act of 1934 and
simultaneously agrees to sell it back on a specified date in the future (usually
less than one week later) at a higher price.  The  repurchase  price reflects an
agreed-upon interest


Prospectus                                  Information Regarding the Fund     9



rate  during  the time the  fund's  money is  invested  in the  security  and is
considered by the staff of the SEC to be a loan by the fund.

The fund's risk in connection with  repurchase  agreements is the ability of the
seller  to pay the  repurchase  price  on the  repurchase  date.  If the  seller
defaults,  the fund may incur costs,  delays or losses.  Management monitors the
creditworthiness of sellers.

The fund will enter into repurchase  agreements only with those commercial banks
and  broker-dealers   whose   creditworthiness   has  been  reviewed  and  found
satisfactory by the manager  pursuant to criteria adopted by the fund's Board of
Directors.

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.  Performance data may be
quoted separately for the  Institutional  Class and the other classes offered by
the fund.

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 the fund's income over a stated period  expressed
as a percentage of the fund's share price.

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,  the 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  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services) 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,  such as Morgan  Stanley
REIT  Index,  NAREIT  Equity-Less  Health  Care  Index,  Standard  & Poor's  500
Composite Stock Price Index and Wilshire REIT Only Index. The performance of the
fund may also be  compared,  on a  relative  basis,  to other  funds in our fund
family. This relative comparison, which may be based upon historical or expected
fund  performance,  volatility or other fund  characteristics,  may be presented
numerically, graphically or in text.

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.


10   Information Regarding the Fund                 American Century Investments


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS


AMERICAN CENTURY INVESTMENTS
- ----------------------------

The  fund  offered  by  this  Prospectus  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.

INVESTING IN AMERICAN CENTURY
- -----------------------------

The following  section explains how to invest with American  Century,  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  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 12,  and  "Customers  of Banks,
Broker-Dealers and Other Financial Intermediaries," page 16.

HOW TO OPEN AN ACCOUNT
- ----------------------

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You must also 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

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:

o Receiving bank and routing number:
  Commerce Bank, N.A. (101000019)

o Beneficiary (BNF):
  American Century Services Corporation
  4500 Main St., Kansas City, Missouri 64141

o Beneficiary account number (BNF ACCT):
  2804918

o 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.

o Originator to Beneficiary (OBI):
  Name and address of owner of account into which you are investing.

o Bank to Bank Information
  (BBI or Free Form Text):

     o Taxpayer identification or Social Security number.

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

     o Current tax year,  previous tax year or rollover  designation  if an IRA.
       Specify  whether  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
12 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


Prospectus               How to Invest with American Century Investments      11



     4917 Town Center Drive
     Leawood, Kansas

     1665 Charleston Road
     Mountain View, California

     2000 S. Colorado Blvd.
     Denver, Colorado

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:
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation, $50 for all other types of subsequent investments.

BY MAIL

When making subsequent investments,  enclose your check with the investment slip
portion of the confirmation of a previous investment.  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

Once your  account is open,  you may make  investments  by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account. You may call an Institutional Service Representative.

BY WIRE

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page 11 and indicate your account number.

IN PERSON

You may make  subsequent  investments in person at one of our Investor  Centers.
The locations of our four Investor Centers are listed on pages 11-12.

AUTOMATIC INVESTMENT PLAN

You  may  elect  on  your  application  to  make  investments  automatically  by
authorizing us to 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 one of our Institutional Service Representatives.

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  initial  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 the  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 17).

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.


12 How to Invest with American Century Investments  American Century Investments



If, in any 90-day period,  the total of your exchanges and your redemptions from
any one  account  exceeds  the lesser of  $250,000  or 1% of the fund's  assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions (see "Special  Requirements for Large  Redemptions,"
this page).

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 if you have  authorized us to accept
telephone  instructions.  You can authorize this by selecting "Full Services" on
your application or by calling one of our Institutional Service  Representatives
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.  For large  redemptions,  please read "Special  Requirements for Large
Redemptions," this page.

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 (see "Signature  Guarantee," page
14).

BY TELEPHONE

If you have authorized us to accept telephone instructions,  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 one of our Institutional Service Representatives.

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 will  usually  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.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the  Investment  Company Act,
which obligates the fund make certain  redemptions in cash. This  requirement to
pay  redemptions in cash applies to situations  where one  shareholder  redeems,
during any 90-day  period,  up to the lesser of  $250,000 or 1% of the assets of
the fund.  Although  redemptions in excess of this limitation will also normally
be paid in cash, we reserve the right


Prospectus               How to Invest with American Century Investments      13



under unusual  circumstances  to honor these  redemptions  by making  payment in
whole or in part in readily marketable securities (a "redemption-in-kind").

If payment is made in securities,  the securities  will be selected by the fund,
will be valued in the same manner as they are in computing  the fund's net asset
value and will be provided without prior notice.

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

Despite the fund's right to redeem fund shares through a redemption-in-kind,  we
do not expect to exercise this option unless the fund has an unusually low level
of cash to meet redemptions and/or is experiencing  unusually strong demands for
its  cash.  Such a demand  might be  caused,  for  example,  by  extreme  market
conditions  that  result in an  abnormally  high  level of  redemption  requests
concentrated in a short period of time.  Absent these or similar  circumstances,
we expect  redemptions in excess of $250,000 to be paid in cash in any fund with
assets of more than $50 million if total redemptions from any one account in any
90-day period do not exceed one-half of 1% of the total assets of the fund.

SIGNATURE GUARANTEE
- -------------------

To protect your accounts from fraud,  some transactions will require a signature
guarantee.  Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee would be required when:

o    redeeming more than $25,000; or

o    establishing  or  increasing a  Check-A-Month  or automatic  transfer on an
     existing account.

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  service  options to make your account easier to manage.  These
are listed on the account  application.  Please  make note of these  options and
elect the ones that are  appropriate  for you. Be aware that the "Full Services"
option offers you the most  flexibility.  You will find more  information  about
each of these service options 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.


14 How to Invest with American Century Investments  American Century Investments



TAX-QUALIFIED RETIREMENT PLANS

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

o    Individual Retirement Accounts (IRAs);

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

o    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 can also  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 may also 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  investment  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 may also 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


Prospectus               How to Invest with American Century Investments      15



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 better understand your fund.

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.


16 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 is also 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 the 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. Net asset value for Target  Maturities is 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 we receive your  investment,  redemption or exchange
request.  For example,  investments  and  requests to redeem or exchange  shares
received by us or our agents  before the time as of which the net asset value 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 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 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  a bank,  financial  advisor  or  other
financial intermediary,  it is the responsibility of your financial intermediary
to  transmit  your  purchase,  exchange  and  redemption  requests to the fund's
transfer agent prior to the applicable  cut-off time for receiving orders and to
make  payment  for any  purchase  transactions  in  accordance  with the  fund's
procedures  or  any  contractual   arrangement  with  the  fund  or  the  fund's
distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

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

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.  If no sale is  reported,  or if local  convention  or  regulation  so
provides, the mean of the latest bid and asked price is used. Depending on local
convention or regulation,  securities  traded over-the counter are priced at the
mean of the latest bid and asked  prices or at the last sale price.  When market
quotations are not readily available,  securities and other assets are valued at
fair value as determined in accordance with  procedures  adopted by the Board of
Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of Investor  Class  shares of the fund will be  published in
leading newspapers daily when the fund has met the minimum requirements for such
listing.  The net  asset  value of the  Institutional  Class of each fund may be
obtained by calling us.

DISTRIBUTIONS
- -------------

Distributions  from net  investment  income  are  declared  and paid  quarterly.
Distributions from net realized  securities gains, if any, are declared and paid
once a year,  but the fund may make  distributions  on a more frequent  basis to
comply with the distribution requirements of the Internal Revenue Code and


Prospectus                        Additional Information You Should Know      17



Regulations,  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  in 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 purchase by
check or ACH may be held up to 15 days. You may elect to have  distributions  on
shares of Individual  Retirement  Accounts and 403(b) plans paid in cash only if
you  are  at  least  591/2  years  old  or  permanently  and  totally  disabled.
Distribution checks normally are mailed within seven days after the record date.

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.

Because  undistributed  gains and  dividends  are  included in the value of your
shares  prior to  distribution,  when  they are  distributed,  the value of your
shares will be 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 as a  regulated  investment  company  under
Subchapter M of the Internal  Revenue  Code,  which means that to the extent its
income is distributed to shareholders, it pays no income taxes.

TAX-DEFERRED ACCOUNTS

If fund shares are purchased through tax-deferred accounts,  such as a qualified
employer-sponsored  retirement or savings plan  (excluding  participant-directed
employer-sponsored   retirement  plans,   which  are  ineligible  to  invest  in
Institutional Class shares),  income and capital gains distributions paid by the
fund will generally not be subject to current  taxation,  but will accumulate in
your account on a tax-deferred basis.

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.  Distributions  from net long-term capital gains are taxable as
long-term  capital  gains  regardless  of the  length  of time you have held the
shares on which such distributions are paid.  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 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)  remains the same.  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. See "Distributions," page 17.

Because of the nature of REIT  investments,  REITs may generate  significant non
cash  deductions  (i.e.  depreciation  on real estate  holdings)  while having a
greater cash flow to distribute to its shareholders.  If a REIT distributes more
cash than it has taxable  income,  a "return of capital"  results.  A "return of
capital"  represents a portion of a  shareholder's  original  investment that is
generally non taxable when distributed (returned) to the investor. If you do not
reinvest  distributions,  the cost basis of your shares will be decreased by the
amount of return  capital,  which may result in a larger  capital  gain when you
sell your shares.  Although a return of capital is generally  non taxable to you
upon  distribution,  it would be taxable  to you as a capital  gain if your cost
basis in the shares is reduced to zero.


18   Additional Information You Should Know         American Century Investments



This could occur if you do not reinvest distributions and the returns of capital
are significant.

Because the REITs  invested in by the fund do not provide  complete  information
about the taxability of their  distributions  until after the calendar year end,
American  Century  may  not  be  able  to  determine  how  much  of  the  fund's
distribution is taxable to shareholders  until after the January 31 deadline for
issuing Form 1099-DIV.  As a result,  the fund may request  permission each year
from the  Internal  Revenue  Service  for an  extension  of time to  issue  Form
1099-DIV to February 28.

Distributions  may also 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.

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  will  generally  recognize  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 long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

The fund may  invest  in REITs  that  hold  residual  interests  in real  estate
mortgage investment conduits.  Under Treasury regulations that have not yet been
issued, but may apply retroactively,  a portion of the fund's income from a REIT
that is attributable to the REIT's residual  interest in a REMIC will be subject
to  federal  income  tax in all  events.  (See  "Additional  Information  on Tax
Issues-Taxation  of  Certain  Mortgage  REITs" in the  Statement  of  Additional
Information.)

MANAGEMENT
- ----------

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland,  the Board of Directors is  responsible
for  managing  the  business  and  affairs of the fund.  Acting  pursuant  to an
investment  management  agreement  entered into with the fund,  American Century
Investment  Management,  Inc. serves as the investment  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.

RREEF Real Estate  Securities  Advisers L.P.,  acting  pursuant to a subadvisory
agreement among it, American Century Investment  Management,  Inc. and the fund,
makes the day-to-day  investment  decisions for the fund in accordance  with the
fund's investment objective, policies, and restrictions under the supervision of
the manager and the Board of Directors.

The portfolio manager members of the subadvisor's team that manages the fund and
their work experience for the last five years are as follows:

KIM G.  REDDING,  Portfolio  Manager,  is one of the  fund's  primary  portfolio
managers. Mr. Redding has


Prospectus                        Additional Information You Should Know      19



served as the President of the subadvisor's  general partner since its inception
in 1993,  is  currently a member of RREEF  America  L.L.C.  and is a Senior Vice
President of RREEF Management Company.  From 1990 to 1993, he was a principal in
K.G. Redding & Associates,  an investment advisor,  and prior thereto he was the
President of Redding,  Melchor & Company, an investment advisor. Mr. Redding has
been professionally managing portfolios of real estate securities since 1987.

KAREN J. KNUDSON,  Portfolio  Manager,  is one of the fund's  primary  portfolio
managers.  Ms.  Knudson is a Vice  President of the  subadvisor,  is currently a
member of RREEF  America  L.L.C.  and is a Vice  President  of RREEF  Management
Company.  Prior to joining the  subadvisor,  she was Senior Vice  President  and
Chief Financial  Officer of Security Capital Group, an investment  advisor,  and
prior  thereto  she was the  President,  Director of Real  Estate  Research  and
Portfolio Manager of Bailard, Biehl and Kaiser Real Estate Investment Trust. Ms.
Knudson has 14 years of real estate experience, specializing in the area of real
estate investment trusts.

The  representative of the investment manager that will oversee the subadvisor's
operation of the fund is as follows:

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

The  activities of the manager and the subadvisor 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  Institutional  Class of the fund, the manager
receives an annual fee of 1.00% of the average net assets of the fund.

On the first business day of each month, the fund pays the management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month is calculated by multiplying  1.00% of the aggregate average daily closing
value of each 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).

For  subadvisory  services,  the manager  pays the  subadvisor  an annual fee of
0.425% of the average net assets of the fund.

PERFORMANCE HISTORY OF THE SUBADVISOR

While the subadvisor has limited operational history with the fund, set forth on
page 21 are certain  performance data,  provided by the subadvisor,  relating to
the  performance  of  all  private  accounts  managed  by the  subadvisor  using
investment  strategies  and  techniques  similar  to those that are used for the
fund. Also set forth on page 21, for comparison,  are the performances of widely
recognized  indices of market  activity based upon the aggregate  performance of
selected unmanaged portfolios of publicly traded common stocks.

The results presented may not necessarily equate with the returns experienced by
the fund,  owing to the  differences  in brokerage  commissions,  investment and
management  fees,  the size of  positions  taken in relation to account size and
diversification of securities, as well as other costs, such as registration fees
borne by the fund but not incurred by the private accounts. Investors should not
rely on the  following  data  as an  indication  of  future  performance  of the
subadvisor or of the fund. Investors should be aware that the use of methods for
computing  performance  numbers  different than that used by the subadvisor with
respect to its accounts  could result in  performance  data  different than that
shown.


20   Additional Information You Should Know         American Century Investments

<TABLE>
<CAPTION>
                             PERFORMANCE HIGHLIGHTS
                                (See Notes Below)


ANNULIZED RETURNS FROM OCTOBER 1987 THROUGH DECEMBER 1996
- -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>      <C>     <C>       <C>     <C>      <C>      <C>      <C>     <C>  
RREEF Real Estate Securities Advisers
     Before Fees..............................................................................................15.5%
     After Fees...............................................................................................14.3%
NAREIT Equity Less Healthcare.................................................................................10.0%
Wilshire REIT Index............................................................................................8.6%


                                                                        For the Years Ended December 31,
                                               ------------------------------------------------------------------------------

                                                   1988     1989     1990     1991    1992     1993     1994     1995    1996

ANNUAL TIME-WEIGHTED RETURNS
- ------------------------------------------------------------------------------------------------------------------------------
RREEF Real Estate Securities Advisers
     Before Fees ..............................    8.2%     7.7%    (4.8)%    32.9%   29.4%    19.0%    4.8%     13.9%   41.1%
     After Fees ...............................    6.8%     6.1%    (6.4)%    30.9%   28.1%    18.0%    4.3%     13.0%   40.3%
NAREIT Equity Less Healthcare .................    15.8%    4.6%    (23.6)%   29.4%   20.7%    18.7%    3.0%     14.2%   36.4%
Wilshire REIT Index ...........................    17.5%    2.7%    (23.4)%   23.8%   15.3%    15.2%    2.7%     12.2%   37.0%
</TABLE>

Notes: The subadvisor's "After Fees" performance includes reinvested  dividends,
capital gains and losses, and deducts advisory fees (generally between 0.65% and
0.75%) and other account expenses. The subadvisor's "Before Fees" performance is
presented  before  applicable  advisory  fees  and  reflects  growth  investment
results.  Other  indices noted do not deduct  advisory  fees.  Past  performance
indicated for the subadvisor relates to all discretionary accounts managed using
investment  strategies  and  techniques  similar to those used by the fund,  and
includes,  for the period prior to July 1993,  performance  under a  predecessor
advisor (K.G. Redding & Associates) using the same investment approach and under
the  same  primary  portfolio  manager.  Past  performance  is  not  necessarily
indicative of future results nor can it be assumed that any recommendations will
be profitable.


The  Wilshire  Real  Estate  Securities  Index  (REIT  component)  is  a  market
capitalization  weighted index comprised of 98 equity REITS as of December 1996.
It does not include  special  purpose or  healthcare  REITS.  The NAREIT  Equity
without Healthcare Index is a market capitalization  weighted index comprised of
198 REITS,  as of  December  1996,  with 75% or greater  of their  gross  assets
invested in equity ownership of real estate and excludes healthcare REITS.


Prospectus                        Additional Information You Should Know      21



CODE OF ETHICS

The fund and the manager have adopted a Code of Ethics,  as has the  subadvisor,
which restricts personal investing practices by employees of the manager and its
affiliates.  Among other  provisions,  the fund and manager's Code of Ethics and
the  subadvisor's   Code  of  Ethics  require  that  employees  with  access  to
information  about  the  purchase  or  sale of  securities  in the  fund  obtain
preclearance  before  executing  personal  trades.  With  respect  to  Portfolio
Managers  and  other  investment  personnel,   both  Codes  of  Ethics  prohibit
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.
The  subadvisor's  Code of Ethics  provides that upon approval of the compliance
officer, certain acquisitions of securities in an initial public offering may be
permitted,  but  that  such  approval  will be  granted  only  in  extraordinary
circumstances.  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,  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.

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 the American  Century  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.

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

DISTRIBUTION OF FUND SHARES
- ---------------------------

The fund's shares are distributed by American Century Investment Services,  Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the manager.
The manager pays all expenses for promoting and distributing  the  Institutional
Class of fund shares  offered by this  Prospectus.  The  Institutional  Class of
shares does not pay any  commissions or other fees to the  Distributor or to any
other  broker  dealers  or  financial  intermediaries  in  connection  with  the
distribution of fund shares.

FURTHER INFORMATION ABOUT AMERICAN CENTURY
- ------------------------------------------

American Century Capital Portfolios,  Inc. the issuer of the fund, was organized
as a Maryland corporation on June 14, 1993.

The American Century Real Estate Fund commenced  operations June 16, 1997, after
the RREEF Real Estate  Securities  Fund merged into the fund.  As a successor to
the RREEF fund, the prior performance history of the RREEF fund will continue in
the fund.

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 phone  to  1-800-345-2021.  (international  calls:
816-531-5575.)


22  Additional Information You Should Know          American Century Investments



American Century Capital Portfolios, Inc. currently issues three series of $0.01
par value  shares.  Each  series is commonly  referred to as a fund.  The assets
belonging to each series of shares are held separately by the custodian.

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  fees and
expenses will affect  performance.  For  additional  information  concerning the
Investor Class of shares,  call one of our Investor Services  Representatives at
1-800-345-2021.  For information  concerning the other classes of shares offered
by this Prospectus,  call one of our Institutional  Service  Representatives  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 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 bylaws, the holders of 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      23


                                      NOTES


24   Notes                                          American Century Investments


                                      NOTES


Prospectus                                                           Notes    25



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

Investor 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

Internet: www.americancentury.com


                            [american century logo]
                                    American
                                  Century(sm)

9706           [recycled logo]
SH-BKT-8461       Recycled
<PAGE>
                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

                                  MAY 21, 1997
                             Revised JUNE 16, 1997

                                    AMERICAN
                                    CENTURY
                                     GROUP

                                Real Estate Fund

ADVISOR CLASS

[front cover]


                          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 Group(R)       American Century Group    Twentieth Century(R) Group

   MONEY MARKET FUNDS       ASSET ALLOCATION &
  GOVERNMENT BOND FUNDS       BALANCED FUNDS              GROWTH FUNDS
 DIVERSIFIED BOND FUNDS  CONSERVATIVE EQUITY FUNDS     INTERNATIONAL FUNDS
  MUNICIPAL BOND FUNDS        SPECIALTY FUNDS

                             Real Estate Fund



                                   PROSPECTUS

                                  MAY 21, 1997
                              REVISED JUNE 16, 1997

                                Real Estate Fund

                                  ADVISOR CLASS

                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

     American  Century Capital  Portfolios,  Inc. 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. The American Century Real Estate
Fund 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 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 a 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 May 21,  1997,  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 o P.O. Box 419385
               Kansas City, Missouri 64141-6385 o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-444-3038
                       Internet: 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 REAL ESTATE FUND

     The investment  objective of American Century Real Estate Fund is long-term
capital appreciation. Income is a secondary objective. The fund seeks to achieve
its  objective  by  investing  primarily  in  securities  issued by real  estate
investment  trusts and in the  securities  of  companies  which are  principally
engaged in the real estate industry.

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

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, 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
Financial Highlights...........................................................5

INFORMATION REGARDING THE FUND

Investment Policies of the Fund................................................6
     Investment Objective......................................................6
     Investment Strategy.......................................................6
     Investments in Real Estate................................................6
     Investment Philosophy.....................................................7
Other Investment Practices, Their Characteristics
   and Risks...................................................................7
     U.S. Fixed Income Securities..............................................8
     Diversification...........................................................8
     Portfolio Lending.........................................................8
     When-Issued Securities....................................................9
     Rule 144A Securities......................................................9
     Borrowing.................................................................9
     Portfolio Turnover........................................................9
     Repurchase Agreements.....................................................9
Performance Advertising.......................................................10

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

How to Purchase and Sell American
   Century Funds..............................................................11
How to Exchange from One American Century
   Fund to Another............................................................11
How to Redeem Shares..........................................................11
     Special Requirements for Large Redemptions...............................11
Telephone Services............................................................12
     Investors Line...........................................................12

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price...................................................................13
     When Share Price Is Determined...........................................13
     How Share Price Is Determined............................................13
     Where to Find Information About Share Price..............................13
Distributions.................................................................13
Taxes.........................................................................14
     Tax-Deferred Accounts....................................................14
     Taxable Accounts.........................................................14
Management....................................................................15
     Investment Management....................................................15
     Performance History of the Subadvisor....................................16
     Performance Highlights...................................................17
     Code of Ethics...........................................................18
     Transfer and Administrative Services.....................................18
Distribution of Fund Shares...................................................18
     Service and Distribution Fees............................................18
Further Information About American Century....................................19

Prospectus                                              Table of Contents      3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                             Real Estate Fund

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...............................................    0.95%
12b-1 Fees(1).................................................    0.50%
Other Expenses(2).............................................    0.00%
Total Fund Operating Expenses.................................    1.45%

EXAMPLE:

You would pay the following expenses on a               1 year    $  15
$1,000 investment, assuming a 5% annual return and     3 years       46
redemption at the end of each time period:             5 years       79
                                                      10 years      172

(1)  The 12b-1 fee is designed to permit  investors  to purchase  Advisor  Class
     shares  through  broker-dealers,   banks,  insurance  companies  and  other
     financial  intermediaries.  A portion of the fee is used to compensate them
     for ongoing recordkeeping and administrative  services that would otherwise
     be  performed  by an  affiliate  of the  manager,  and a portion  issued to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page 18.

(2)  Other  expenses,  which  include  the fees and  expenses  (including  legal
     counsel  fees) of  those  directors  who are not  "interested  persons"  as
     defined in the Investment Company Act, are expected to be less than 0.01 of
     1% of average net assets for the next fiscal year.

     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 Securities
and Exchange Commission 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 19.

4    Transaction and Operating Expense Table        American Century Investments


                              FINANCIAL HIGHLIGHTS

                                REAL ESTATE FUND

     The fund had no assets  prior to June 13,  1997,  the date the  RREEF  Real
Estate  Securities Fund merged into the fund. The financial  information in this
table regarding selected per share data for the fund reflects the performance of
the RREEF fund,  which had a total expense ratio that was voluntarily  capped at
1.00%, which is 0.45% lower than the shares offered by this Prospectus.

     The  performance  information  for each of the periods  presented  has been
audited by  Deloitte & Touche  L.L.P.,  independent  accountants,  whose  report
thereon  appears  in the  fund's  annual  report.  The  annual  report  contains
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended October 31, except as noted.
<TABLE>
                                                                              1996        1995(1)


PER-SHARE DATA

<S>                                                                          <C>           <C>   
Net Asset Value, Beginning of Period...................................      $9.82         $10.00
                                                                         ---------      ---------
Income From Investment Operations

     Net Investment Income.............................................       0.55           0.07

     Net Realized and Unrealized Gain (Loss) on Investments............       2.27         (0.25)
                                                                         ---------      ---------
     Total From Investment Operations..................................       2.82         (0.18)
                                                                         ---------      ---------
Less Distributions to Shareholders

     From Net Investment Income........................................     (0.35)             --
                                                                         ---------      ---------
Net Asset Value, End of Period.........................................     $12.29          $9.82
                                                                         =========      =========
     AGGREGATE TOTAL RETURN............................................    29.28%         (1.80)%

RATIOS/SUPPLEMENTAL DATA

Net Expenses as a Percentage of Average Net Assets(3)..................      1.00%       1.50%(2)

Net Expenses as a Percentage of Average Net Assets
     (before waiver, offset and reimbursement)(3)......................      6.83%      14.83%(2)

Net Investment Income as a Percentage of Average Net Assets(3).........      5.84%       6.66%(2)

Net Investment Income as a Percentage of Average Net Assets
     (before waiver, offset and reimbursement)(3)......................      0.01%     (6.67)%(2)

Portfolio Turnover Rate ...............................................        86%             0%

Average Broker Commission Rate.........................................    $0.0545             --

Net Assets, End of Period (in thousands)...............................     $7,209         $2,983

     (1)  September 21, 1995 (inception) through October 31, 1995.

     (2)  Annualized.

     (3)  During these two periods,  RREEF Real Estate Securities  Advisers L.P.
          voluntarily  agreed to waive its management fee and reimburse  certain
          expenses  incurred by the fund. The Custodian  offset part of its fees
          for balance credits given to the fund.
</TABLE>

Prospectus                                           Financial Highlights      5


                         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,  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  objectives.  These
policies and practices,  which are described throughout this Prospectus, are not
designated  as  fundamental  policies  and may be  changed  without  shareholder
approval.

INVESTMENT OBJECTIVE

     The fund's primary investment objective is long-term capital  appreciation.
Current  income is a  secondary  consideration.  The fund seeks to  achieve  its
objective by investing  primarily in securities issued by real estate investment
trusts and in the securities of companies which are  principally  engaged in the
real  estate  industry.  There is no  assurance  that the fund will  achieve its
investment objective.

INVESTMENT STRATEGY

     Under  normal  conditions,  the fund will  invest  not less than 80% of its
total assets in equity securities of companies which are principally  engaged in
the real estate  industry.  Equity  securities  include common stock,  preferred
stock and securities convertible into common stock. A company will be considered
to be  "principally  engaged in the real estate  industry" if, in the opinion of
the manager,  at the time its securities are purchased by the fund, at least 50%
of  its  revenues  or at  least  50% of  the  market  value  of  its  assets  is
attributable to the ownership, construction,  management or sale of residential,
commercial or industrial real estate.  Companies principally engaged in the real
estate industry may include,  among others,  equity REITs and real estate master
limited  partnerships,  mortgage REITs,  and real estate brokers and developers.
See "Investments in Real Estate," this page.

     The fund may also invest up to 20% of its total assets in other securities.
Other securities may include debt securities and equity  securities of companies
not principally  engaged in the real estate  industry.  (See "U.S.  Fixed Income
Securities," page 8.)

     REITs pool investors'  funds for investment  primarily in income  producing
real estate or real estate  related loans or  interests.  A REIT is not taxed on
income  distributed  to  shareholders  if it complies with various  requirements
relating  to its  organization,  ownership,  assets  and  income  and  with  the
requirement  that it distribute to its  shareholders at least 95% of its taxable
income (other than net capital gains) for each taxable year. REITs can generally
be  classified as equity REITs,  mortgage  REITs and hybrid REITs.  Equity REITs
invest the majority of their assets  directly in real  property and derive their
income  primarily  from rents.  Equity REITs can also realize  capital  gains by
selling  property  that has  appreciated  in value.  Mortgage  REITs  invest the
majority  of their  assets in real  estate  mortgages  and derive  their  income
primarily from interest  payments.  Hybrid REITs combine the  characteristics of
both equity REITs and mortgage REITs.

INVESTMENTS IN REAL ESTATE

     The fund may be subject to certain risks similar to those  associated  with
the direct  ownership of real estate because of its policy of  concentration  in
the  securities of companies  which are  principally  engaged in the real estate
industry. The risks of direct ownership of real estate include: risks related to
general,  regional and local economic  conditions and  fluctuations  in interest
rates;  overbuilding and increased competition;  increases in property taxes and
operating expenses; changes in zoning laws; heavy cash flow dependency; possible
lack of  availability  of  mortgage  funds;  losses  due to  natural  disasters;
regulatory limitations on rents;  variations in market rental rates; and changes
in  neighborhood  values.  In  addition,  the  fund  may  incur  losses  due  to
environmental  problems.  If  there is  historic  contamination  at a site,  the
current owner is one of the parties that may be responsible for clean up costs.

6    Information Regarding the Fund                 American Century Investments


     Equity  REITs may be  affected  by changes  in the value of the  underlying
property owned by the trusts, while mortgage REITs may be affected by default or
payment  problems  relating  to  underlying  mortgages,  the  quality  of credit
extended and self-liquidation  provisions by which mortgages held may be paid in
full and  distributions  of capital returns may be made at any time.  Equity and
mortgage  REITs  are  dependent  upon the skill of their  individual  management
personnel and generally are not  diversified.  In addition,  equity and mortgage
REITs  could  be   adversely   affected  by  failure  to  qualify  for  tax-free
pass-through  of income under the Internal  Revenue Code,  or to maintain  their
exemptions from registration  under the Investment  Company Act. By investing in
REITs  indirectly  through  the  fund,  a  shareholder  will  bear  not  only  a
proportionate  share of the expenses of the fund, but also  indirectly,  similar
expenses of the REITs, including compensation of management.

     To the extent the fund is  invested  in debt  securities  (including  asset
backed  securities)  or  mortgage  REITs,  it will be subject to credit risk and
interest  rate risk.  Credit  risk  relates to the ability of the issuer to meet
interest  and  principal  payments  when due.  Interest  rate risk refers to the
fluctuations in the net asset value of any portfolio of fixed income  securities
resulting  solely from the inverse  relationship  between the price and yield of
fixed  income  securities;  that is,  when  interest  rates  rise,  bond  prices
generally fall and, conversely,  when interest rates fall, bond prices generally
rise. In general,  bonds with longer  maturities  are more sensitive to interest
rate changes than bonds with shorter maturities.

     The fund, as a non-diversified  investment company, may invest in a smaller
number of individual issuers than a diversified  investment company.  Therefore,
an investment in the fund may present greater risk and volatility to an investor
than an investment in a diversified investment company.

INVESTMENT PHILOSOPHY

     The  investment  philosophy  of the fund is  premised  upon the belief that
successful  investing in real estate securities  requires in-depth  knowledge of
the securities  market and a complete  understanding of the factors  influencing
the  performance  of real estate  assets.  The fund strives to provide  superior
performance  via  investment  in a select group of real estate  securities  with
strong cash flow growth  potential  and,  therefore,  the capacity for sustained
dividend increases.

     The  fund's  approach  is  initially  driven  by  an   internally-generated
systematic  assessment of changing real estate  markets,  an important  input to
sound investment  decisions.  The subadvisor tracks economic conditions and real
estate market  performance in major  metropolitan  areas and screens  markets to
identify areas of risk and opportunity,  and will focus  investment  activity in
property types and geographic areas it identifies as growth sectors.

     This fundamental  approach focuses on identifying changes in property level
net  operating  income  and the  impact on the  ultimate  stock  performance  of
individual  REITs.  It requires  extensive  local  research on property  markets
across the United States,  direct inspection of individual  property assets, and
familiarity  with  company   management  and  operating   strategies.   Rigorous
securities  analyses are performed to identify  investments  with  unappreciated
potential to produce superior,  long-term returns.  Strategic sector allocations
are  directed by the  subadvisor's  Strategic  Investment  Committee,  which has
become  increasingly  more  important  as sectors  have grown and as  attractive
companies have emerged in each major sector.

     This  approach  can be broken down into three areas.  First,  it involves a
macroeconomic  review  of  supply-demand  characteristics  and the  outlook  for
economic growth within specific  markets.  Next, it involves a top-down analysis
of the  relative  pricing of real  estate  securities.  Finally,  a  fundamental
analysis of each REIT portfolio on a  property-by-property  basis coupled with a
review of the company's  management  depth,  financial  structure,  and business
strategy is performed.

     In managing the fund,  the  subadvisor  uses a  nationwide  network of real
estate  professionals  employed by RREEF America  L.L.C.  and its  affiliates to
assist in  evaluating  and  monitoring  properties  held by public  REITs.  (See
"Investment Management," page 15.)

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

Prospectus                                 Information Regarding the Fund      7


U.S. FIXED INCOME SECURITIES

     The fund may invest in fixed income securities for income or as a defensive
strategy when the manager believes adverse economic or market  conditions exist.
As a  temporary  defensive  strategy,  the manager may invest part or all of the
fund's assets in debt securities. Fixed income securities are affected primarily
by changes in interest rates.  The prices of these  securities tend to rise when
interest rates fall, and  conversely  fall when interest rates rise.  Generally,
the  debt  securities  in  which  the  fund  may  invest  are  investment  grade
securities.  These are securities  rated in the four highest grades  assigned by
Moody's Investors  Service,  Inc. or Standard and Poor's Corporation or that are
unrated but deemed to be of comparable quality by the manager. For a description
of  fixed  income  securities  ratings,  see "An  Explanation  of  Fixed  Income
Securities Ratings" in the Statement of Additional Information.

     Securities  rated  in  the  lowest   investment-grade   category  may  have
speculative   characteristics.   Changes  in   economic   conditions   or  other
circumstances  are more likely to lead to a weakened  capacity to make principal
and interest  payments  than is the case for higher  grade  bonds.  The fund may
invest in securities  below investment grade although the fund will not purchase
such bonds if such  investment  would cause more than 5% of its net assets to be
so invested. Such bonds are considered speculative.  In the event of a downgrade
of a debt security held by the fund to below  investment  grade, the fund is not
automatically  required to sell the issue, but the manager will consider this in
determining  whether to hold the security.  However,  if such a downgrade  would
cause  more  than 5% of net  assets  to be  invested  in debt  securities  below
investment  grade,  sales  will be made as soon as  practicable  to  reduce  the
proportion of debt below  investment grade to 5% of net assets or less. When the
manager  believes that economic or market  conditions  require a more  defensive
strategy,  the fund's assets may be invested without  limitation in cash or cash
equivalents such as obligations issued or guaranteed by the U.S. government, its
agencies and/or  instrumentalities or high quality money market instruments such
as notes, certificates of deposit or bankers' acceptances.

DIVERSIFICATION

     The fund is classified as a "non-diversified"  investment company under the
Investment  Company  Act of 1940,  which  means the fund is not  limited  by the
Investment  Company Act in the  proportion of its assets that may be invested in
the  securities  of a single  issuer.  However,  the fund intends to conduct its
operations  so as to qualify as a regulated  investment  company for purposes of
the Internal Revenue Code, so that it will not be subject to U.S. federal income
tax  on  income  and  capital   gain   distributions   to   shareholders.   (See
"Distributions,"  page 13, and  "Taxes,"  page 14.) To so  qualify,  among other
requirements,  the fund will limit its investments so that, at the close of each
quarter of the taxable  year,  (i) not more than 25% of the market  value of the
fund's total assets will be invested in the securities of a single  issuer,  and
(ii) with respect to 50% of the market value of its total assets,  not more than
5% of the market value of its total assets will be invested in the securities of
a single  issuer  and the fund  will  not own more  than 10% of the  outstanding
voting securities of a single issuer. The fund's investments in U.S.  government
securities are not subject to these limitations.

PORTFOLIO LENDING

     In order to  realize  additional  income,  the fund may lend its  portfolio
securities  to  persons  not  affiliated  with  it  and  who  are  deemed  to be
creditworthy.  Such loans must be secured continuously by cash, collateral or by
irrevocable  letters  of credit  maintained  on a current  basis in an amount at
least equal to the market value of the securities  loaned.  During the existence
of the loan,  the fund must  continue to receive the  equivalent of the interest
and dividends  paid by the issuer on the  securities  loaned and interest on the
investment of the collateral.  The fund must have the right to call the loan and
obtain the  securities  loaned at any time on five days'  notice,  including the
right to call the loan to enable the fund to vote the securities. Such loans may
not exceed one-third of the fund's net assets valued at market.

8    Information Regarding the Fund                 American Century Investments


WHEN-ISSUED SECURITIES

     The fund may  purchase  new issues of  securities  on a  when-issued  basis
without limit when, in the opinion of  management,  such  purchases will further
the investment  objectives of the fund.  The price of when-issued  securities is
established  at the time the  commitment  to purchase  is made.  Delivery of and
payment for these securities  typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those  contracted for on the  when-issued  security.
Accordingly,  the value of such  security may decline  prior to delivery,  which
could result in a loss to the fund.  A separate  account  consisting  of cash or
high-quality  liquid  debt  securities  in an  amount  at  least  equal  to  the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

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

     With respect to securities  eligible for resale under Rule 144A,  the staff
of the SEC has taken the position that the  liquidity of such  securities in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board  of  Directors  to  determine,  such  determination  to be  based  upon  a
consideration  of the readily  available  trading  markets and the review of any
contractual  restrictions.  The staff also  acknowledges  that,  while the Board
retains ultimate  responsibility,  it may delegate this function to the manager.
Accordingly, the Board has established guidelines and procedures for determining
the liquidity of Rule 144A securities and has delegated the day-to-day  function
of determining the liquidity of Rule 144A  securities to the manager.  The Board
retains the  responsibility to monitor the  implementation of the guidelines and
procedures it has adopted.

     Since the  secondary  market  for such  securities  is  limited  to certain
qualified  institutional buyers, the liquidity of such securities may be limited
accordingly  and the fund may, from time to time, hold a Rule 144A security that
is illiquid.  In such an event,  the fund's  manager will  consider  appropriate
remedies to minimize the effect on the fund's liquidity. The fund may not invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

BORROWING

     The fund's  investment  restrictions  allow the fund to 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).

PORTFOLIO TURNOVER

     Investment  decisions  to  purchase  and sell  securities  are based on the
anticipated  contribution of the security in question to the fund's  objectives.
The manager  believes that the rate of portfolio  turnover is irrelevant when it
or the  subadvisor  determines a change is in order to achieve those  objectives
and,  accordingly,  the annual  portfolio  turnover  rate  cannot be  accurately
predicted.

     The  portfolio  turnover  of the fund may be higher  than other  investment
companies with similar  investment  objectives.  Higher  turnover would generate
correspondingly  greater  brokerage  commissions,  which is a cost that the fund
pays  directly.  Portfolio  turnover  may also affect the  character  of capital
gains,  if any,  realized and distributed by the fund since  short-term  capital
gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

     The fund may  enter  into  repurchase  agreements  when  such  transactions
present an attractive  short-term return on cash that is not otherwise committed
to the purchase of securities pursuant to its investment  policies. A repurchase
agreement occurs when the fund purchases an  interest-bearing  obligation from a
bank or broker-dealer  registered under the Securities  Exchange Act of 1934 and
simultaneously

Prospectus                                 Information Regarding the Fund      9


agrees to sell it back on a specified date in the future  (usually less than one
week later) at a higher price.  The  repurchase  price  reflects an  agreed-upon
interest  rate during the time the fund's  money is invested in the security and
is considered by the staff of the SEC to be a loan by the fund.

     The fund's risk in  connection  with  repurchase  agreements is the ability
of the  seller  to pay the  repurchase  price  on the  repurchase  date.  If the
seller  defaults,  the  fund may  incur  costs,  delays  or  losses.  Management
monitors the creditworthiness of sellers.

     The fund will enter into repurchase  agreements only with those  commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory by the manager  pursuant to criteria adopted by the fund's Board of
Directors.

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.  Performance
data may be quoted  separately  for the  Advisor  Class  and the  other  classes
offered by the fund.

     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  the fund's  income  over a stated  period
expressed as a percentage of the fund's share price.

     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,
the  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 performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services) 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,  such as Morgan  Stanley
REIT  Index,  NAREIT  Equity-Less  Health  Care  Index,  Standard  & Poor's  500
Composite Stock Price Index and Wilshire REIT Only Index. The performance of the
fund may also be  compared,  on a  relative  basis,  to other  funds in our fund
family. This relative comparison, which may be based upon historical or expected
fund  performance,  volatility or other fund  characteristics,  may be presented
numerically, graphically or in text.

     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.

10   Information Regarding the Fund                 American Century Investments


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

     The following section explains how to purchase, exchange and redeem Advisor
Class shares of the fund offered by this Prospectus.

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 an insurance company. Since 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  you  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  "Investments  Policies  of the
Funds,"  page 6, 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 13.

     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 a 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.

     Exchanges are made at the respective  net asset value,  next computed after
receipt of the exchange instruction by us. If in any 90-day period, the total of
the exchanges and  redemptions  from the account of any one plan  participant or
financial  intermediary  client exceeds the lesser of $250,000 or 1% of a fund's
assets,  further exchanges maybe subject to special  requirements to comply with
our policy on large equity fund redemptions. See "Special Requirements for Large
Redemptions," this page.

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 through the plan or
financial  intermediary  at their net  asset  value.  Your  plan  administrator,
trustee,  or 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 13. 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.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

     We have elected to be governed by Rule 18f-1 under the  Investment  Company
Act, which obligates each fund to redeem shares in cash, with respect to any one
participant account during any 90-day period, up to the lesser of $250,000 or 1%
of the assets of the fund.  Although  redemptions  in excess of this  limitation
will  also  normally  be paid in cash,  we  reserve  the  right  to honor  these
redemptions  by  making  payment  in  whole  or in  part in  readily  marketable
securities  (a  "redemption-in-kind").  If  payment is made in  securities,  the
securities  will be selected  by the fund,  will be valued in the same manner as
they are in computing

Prospectus                How to Invest with American Century Investments     11


the  fund's  net  asset  value  and  will  be  provided  to the  redeeming  plan
participant or financial intermediary in lieu of cash without prior notice.

     If you  expect  to make a large  redemption  and  would  like to avoid  any
possibility of being paid in  securities,  you may do so by providing us with an
unconditional  instruction to redeem at least 15 days prior to the date on which
the redemption  transaction is to occur. The instruction must specify the dollar
amount  or number of  shares  to be  redeemed  and the date of the  transaction.
Receipt of your  instruction 15 days prior to the transaction  provided the fund
with  sufficient  time  to  raise  the  cash  in an  orderly  manner  to pay the
redemption  and thereby  minimizes the effect of the  redemption on the fund and
its remaining shareholders.

     Despite  the fund's  right to redeem fund shares  through a  redemption  in
kind,  we do not expect to exercise  this option  unless a fund has an unusually
low level of cash to meet redemption's  and/or is experiencing  unusually strong
demands for its cash.  Such a demand might be caused,  for  example,  by extreme
market conditions that result in an abnormally high level of redemption requests
concentrated in a short period of time.  Absent these or similar  circumstances,
we expect  redemptions in excess of $250,000 to be paid in cash in any fund with
assets of more than $50 million if total redemptions from any one account in any
90-day period do not exceed one-half of 1% of the total assets of the fund.

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.

12 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 is also 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 the 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.  Net asset value for Target  Maturities is 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 we receive your  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received  by us or our agents  before the time as of which the net asset
value 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 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.

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

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.  If no sale is reported,  or if local convention or regulation so
provides, the mean of the latest bid and asked price is used. Depending on local
convention or regulation,  securities  traded over-the counter are priced at the
mean of the latest bid and asked  prices or at the last sale price.  When market
quotations are not readily available,  securities and other assets are valued at
fair value as determined in accordance with  procedures  adopted by the Board of
Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

     Distributions  from net investment  income are declared and paid quarterly.
Distributions from net realized  securities gains, if any, are declared and paid
once a year,  but the fund may make  distributions  on a more frequent  basis to
comply with the  distribution  requirements  of the  Internal  Revenue  Code and
Regulations,  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 in taxable accounts, distributions
will be reinvested  unless you elect to receive them in cash.  Distributions  of
less than $10 generally

Prospectus                        Additional Information You Should Know      13


will be  reinvested.  Distributions  made shortly after purchase by check or ACH
may be held up to 15 days.  You may  elect to have  distributions  on  shares of
Individual  Retirement Accounts 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.

     Because undistributed gains and dividends are included in the value of your
shares  prior to  distribution,  when  they are  distributed,  the value of your
shares will be 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 as a regulated  investment  company  under
Subchapter M of the Internal  Revenue  Code,  which means that to the extent its
income is distributed to shareholders, it pays no income taxes.

TAX-DEFERRED ACCOUNTS

     If Advisor Class 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 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  Advisor  Class  shares  are   purchased   through   taxable   accounts,
distributions  of net  investment  income and net  short-term  capital gains are
taxable to you as ordinary  income.  Distributions  from net  long-term  capital
gains are taxable as long-term  capital  gains  regardless of the length of time
you have held the  shares on which such  distributions  are paid.  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 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)  remains the same.  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. See "Distributions," page 13.

     Because of the nature of REIT investments,  REITs may generate  significant
non cash deductions  (i.e.  depreciation on real estate holdings) while having a
greater cash flow to distribute to its shareholders.  If a REIT distributes more
cash than it has taxable  income,  a "return of capital"  results.  A "return of
capital"  represents a portion of a  shareholder's  original  investment that is
generally non taxable when distributed (returned) to the investor. If you do not
reinvest  distributions,  the cost basis of your shares will be decreased by the
amount of return  capital,  which may result in a larger  capital  gain when you
sell your shares.  Although a return of capital is generally  non taxable to you
upon  distribution,  it would be taxable  to you as a capital  gain if your cost
basis in the shares is reduced to zero.  This could occur if you do not reinvest
distribution and the returns of capital are significant.

     Because  the  REITs  invested  in by  the  fund  do  not  provide  complete
information about the taxability of

14   Additional Information You Should Know         American Century Investments


their  distributions until after the calendar year end, American Century may not
be able  to  determine  how  much  of the  fund's  distribution  is  taxable  to
shareholders until after the January 31 deadline for issuing Form 1099-DIV. As a
result,  the fund may request  permission  each year from the  Internal  Revenue
Service for an extension of time to issue Form 1099-DIV to February 28.

     Distributions  may also 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.

     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  will  generally  recognize  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 long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

     The fund may invest in REITs that hold  residual  interests  in real estate
mortgage investment conduits.  Under Treasury regulations that have not yet been
issued, but may apply retroactively,  a portion of the fund's income from a REIT
that is attributable to the REIT's residual  interest in a REMIC will be subject
to  federal  income  tax in all  events.  (See  "Additional  Information  on Tax
Issues-Taxation  of  Certain  Mortgage  REITs" in the  Statement  of  Additional
Information.)

MANAGEMENT

INVESTMENT MANAGEMENT

     Under  the laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible  for managing the business and affairs of the fund.  Acting pursuant
to an  investment  management  agreement  entered  into with the fund,  American
Century  Investment  Management,  Inc.  serves as the investment  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.

     RREEF  Real  Estate   Securities   Advisers  L.P.,  acting  pursuant  to  a
subadvisory agreement among it, American Century Investment Management, Inc. and
the fund, makes the day-to-day  investment  decisions for the fund in accordance
with the fund's  investment  objective,  policies,  and  restrictions  under the
supervision of the manager and the Board of Directors.

     The portfolio  manager  members of the  subadvisor's  team that manages the
fund and their work experience for the last five years are as follows:

     KIM G. REDDING,  Portfolio Manager,  is one of the fund's primary portfolio
managers.  Mr. Redding has served as the President of the  subadvisor's  general
partner  since its  inception in 1993,  is  currently a member of RREEF  America
L.L.C.  and is a Senior Vice President of RREEF  Management  Company.  From 1990
to  1993,  he was a  principal  in K.G.  Redding  &  Associates,  an  investment
advisor, and prior thereto he was the President of Redding,


Prospectus                         Additional Information You Should Know     15


Melchor & Company,  an investment  advisor.  Mr. Redding has been professionally
managing portfolios of real estate securities since 1987.

     KAREN  J.  KNUDSON,  Portfolio  Manager,  is  one  of  the  fund's  primary
portfolio  managers.  Ms.  Knudson is a Vice  President  of the  subadvisor,  is
currently a member of RREEF  America  L.L.C.  and is a Vice  President  of RREEF
Management  Company.  Prior to  joining  the  subadvisor,  she was  Senior  Vice
President and Chief Financial  Officer of Security  Capital Group, an investment
advisor,  and prior  thereto  she was the  President,  Director  of Real  Estate
Research  and  Portfolio  Manager  of  Bailard,  Biehl and  Kaiser  Real  Estate
Investment  Trust.  Ms.  Knudson  has  14  years  of  real  estate   experience,
specializing in the area of real estate investment trusts.

     The  representative  of  the  investment  manager  that  will  oversee  the
subadvisor's operation of the fund is as follows:

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

     The  activities  of the manager  and the  subadvisor  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 Advisor  Class of the fund,  the manager
receives an annual fee of 0.95% of the average net assets of the fund.

     On the first  business day of each month,  the fund pays the management fee
to the manager for the previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying 0.95% of 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).

     For subadvisory services,  the manager pays the subadvisor an annual fee of
0.425% of the average net assets of the fund.

PERFORMANCE HISTORY OF THE SUBADVISOR

     While the  subadvisor  has limited  operational  history with the fund, set
forth on page 17 are  certain  performance  data,  provided  by the  subadvisor,
relating to the  performance of all private  accounts  managed by the subadvisor
using  investment  strategies and techniques  similar to those that are used for
the fund.  Also set forth on page 17, for  comparison,  are the  performances of
widely   recognized   indices  of  market  activity  based  upon  the  aggregate
performance of selected unmanaged portfolios of publicly traded common stocks.

     The  results  presented  may  not  necessarily   equate  with  the  returns
experienced  by the fund,  owing to the  differences  in brokerage  commissions,
investment  and  management  fees,  the size of  positions  taken in relation to
account size and diversification of securities,  as well as other costs, such as
registration  fees borne by the fund but not  incurred by the private  accounts.
Investors  should  not rely on the  following  data as an  indication  of future
performance of the subadvisor or of the fund. Investors should be aware that the
use of methods for computing performance numbers different than that used by the
subadvisor  with  respect  to its  accounts  could  result in  performance  data
different than that shown.

16   Additional Information You Should Know         American Century Investments

<TABLE>
<CAPTION>
                             PERFORMANCE HIGHLIGHTS

                                (See Notes Below)
<S>                                              <C>      <C>    <C>       <C>     <C>      <C>       <C>     <C>     <C>  
ANNULIZED RETURNS FROM OCTOBER 1987 THROUGH DECEMBER 1996

RREEF Real Estate Securities Advisers

     Before Fees...................................................................................................   15.5%

     After Fees....................................................................................................   14.3%

NAREIT Equity Less Healthcare......................................................................................   10.0%

Wilshire REIT Index................................................................................................    8.6%

                                                                       For the Years Ended December 31,

                                                 1988     1989     1990     1991    1992     1993     1994     1995    1996

ANNUAL TIME-WEIGHTED RETURNS

RREEF Real Estate Securities Advisers

     Before Fees............................     8.2%     7.7%   (4.8)%    32.9%   29.4%    19.0%     4.8%    13.9%   41.1%

     After Fees.............................     6.8%     6.1%   (6.4)%    30.9%   28.1%    18.0%     4.3%    13.0%   40.3%

NAREIT Equity Less Healthcare...............    15.8%     4.6%  (23.6)%    29.4%   20.7%    18.7%     3.0%    14.2%   36.4%

Wilshire REIT Index.........................    17.5%     2.7%  (23.4)%    23.8%   15.3%    15.2%     2.7%    12.2%   37.0%
</TABLE>

     Notes:  The  subadvisor's  "After  Fees"  performance  includes  reinvested
dividends,  capital  gains and losses,  and  deducts  advisory  fees  (generally
between 0.65% and 0.75%) and other account  expenses.  The subadvisor's  "Before
Fees"  performance  is presented  before  applicable  advisory fees and reflects
growth investment results. Other indices noted do not deduct advisory fees. Past
performance  indicated for the subadvisor relates to all discretionary  accounts
managed using investment  strategies and techniques similar to those used by the
fund,  and  includes,  for the period  prior to July 1993,  performance  under a
predecessor  advisor  (K.G.  Redding &  Associates)  using  the same  investment
approach and under the same primary portfolio  manager.  Past performance is not
necessarily  indicative  of  future  results  nor  can it be  assumed  that  any
recommendations will be profitable.

     The Wilshire  Real Estate  Securities  Index (REIT  component)  is a market
capitalization  weighted index comprised of 98 equity REITS as of December 1996.
It does not include  special  purpose or  healthcare  REITS.  The NAREIT  Equity
without Healthcare Index is a market capitalization  weighted index comprised of
198 REITS,  as of  December  1996,  with 75% or greater  of their  gross  assets
invested in equity ownership of real estate and excludes healthcare REITS.

Prospectus                         Additional Information You Should Know     17


CODE OF ETHICS

     The  fund  and  the  manager  have  adopted  a Code of  Ethics,  as has the
subadvisor,  which restricts  personal  investing  practices by employees of the
manager and its affiliates.  Among other provisions, the fund and manager's Code
of Ethics and the subadvisor's Code of Ethics require that employees with access
to  information  about the  purchase  or sale of  securities  in the fund obtain
preclearance  before  executing  personal  trades.  With  respect  to  Portfolio
Managers  and  other  investment  personnel,   both  Codes  of  Ethics  prohibit
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.
The  subadvisor's  Code of Ethics  provides that upon approval of the compliance
officer, certain acquisitions of securities in an initial public offering may be
permitted,  but  that  such  approval  will be  granted  only  in  extraordinary
circumstances.  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,  4500 Main  Street,  Kansas City,
Missouri,  64111,  acts as transfer 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.

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

DISTRIBUTION OF FUND SHARES

     The fund's shares are distributed by American Century Investment  Services,
Inc. (the  "Distributor"),  a registered  broker-dealer  and an affiliate of the
manager.  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.

SERVICE AND DISTRIBUTION FEES

     Rule 12b-1  adopted by the  Securities  and Exchange  commission  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 adopted a Master  Distribution and
Shareholder Services Plan (the "Plan").  Pursuant to the Plan, the fund pays the
manager 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 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  abut  the  Plan  and  its  terms,  see  "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.

18   Additional Information You Should Know         American Century Investments


FURTHER INFORMATION ABOUT AMERICAN CENTURY

     American  Century  Capital  Portfolios,  Inc.  the issuer of the fund,  was
organized as a Maryland corporation on June 14, 1993.

     American  Century  Capital  Portfolios,  Inc.  is a  diversified,  open-end
management investment company whose shares were first offered for sale September
1,  1993.  Its  business  and  affairs  are  managed by its  officers  under the
direction of its Board of Directors.

     The American  Century Real Estate Fund commenced  operations June 16, 1997,
after the RREEF Real Estate Securities Fund merged into the fund. As a successor
to the RREEF fund, the prior performance history of the RREEF fund will continue
in the fund.

     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 phone to 1-800-345-2021.  (international
calls: 816-531-5575.)

     American  Century Capital  Portfolios,  Inc.  currently issues three series
of $0.01 par value shares.  Each series is commonly  referred to as a fund.  The
assets belonging to each series of shares are held separately by the custodian.

     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 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  Investor  Class of shares,  call one of our  Investor  Services
Representatives at 1-800-345-2021.  For information concerning the Institutional
Class  of  shares  call  one of our  Institutional  Service  Representatives  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 another  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 bylaws, the holders of 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     19


                                     NOTES

20   Notes                                          American Century Investments


                                     NOTES

                                                                    Notes     21


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

Investor 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

Internet: www.americancentury.com


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