AMERICAN CENTURY CAPITAL PORTFOLIOS INC
485BPOS, 1999-07-29
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                           FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]

     File No. 33-64872

     Pre-Effective Amendment No.                                      [ ]

     Post-Effective Amendment No. 16                                  [X]

                             and/or

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

     File No. 811-7820

     Amendment No. 16                                                 [X]

                        (Check appropriate box or boxes.)


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


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


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


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

           Approximate Date of Proposed Public Offering: July 30, 1999

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

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

If appropriate, check the following box:

     [ ] This post-effective amendment designates a new effective date for a
         previously filed post-effective amendment.
<PAGE>
                               AMERICAN CENTURY

                               Prospectus

                                                           Large Cap Value Fund
                                                                     Value Fund
                                                           Small Cap Value Fund
                                                             Equity Income Fund

                      JULY 30, 1999
                      INVESTOR CLASS

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

                     Distributed by
             Funds Distributor, Inc.


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


Dear Investor,

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

   Here's what you'll find:

   * The funds' primary investments and risks

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

   * Fund performance, including returns for each year, best and worst quarters,
   and average annual returns compared to the funds' benchmarks

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

   * Helpful tips and definitions of key investment terms

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

                                Sincerely,

                                /s/Mark Killen

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

[left margin]

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


                                American Century
                                   Investments

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




TABLE OF CONTENTS


An Overview of the Funds ....................................................  2
Fund Performance History ....................................................  3
Fees and Expenses ...........................................................  4
Information about the Funds .................................................  5
     Large Cap Value Fund ...................................................  5
     Value Fund .............................................................  5
     Small Cap Value Fund ...................................................  5
     Equity Income Fund .....................................................  7
Management ..................................................................  8
Investing with American Century ............................................. 12
Share Price and Distributions ............................................... 16
Taxes ....................................................................... 17
Multiple Class Information .................................................. 18
Financial Highlights ........................................................ 19


[left margin]

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


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


                                    American Century Investments


AN OVERVIEW OF THE FUNDS


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Large Cap Value, Value and Small Cap Value seek long-term capital growth. Income
is a secondary objective.


Equity  Income  seeks  current  income.  Capital  appreciation  is  a  secondary
objective.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?


In  selecting  stocks for Large Cap Value,  Value and Small Cap Value,  the fund
managers  look for  companies  whose stock  price is less than they  believe the
company is worth in the  market.  They  attempt to  purchase  the stock of these
undervalued  companies  and hold them until their stock price has increased to a
level the  managers  believe  more  accurately  reflects  the fair  value of the
company.  For Equity Income, the fund managers look for stocks of companies with
a favorable dividend-paying history and, secondarily,  for potential increase in
share price.


The chart below shows the primary  differences  among the funds. A more detailed
description of the funds' investment strategies and risks begins on page 5.

Fund                  Primary Investments
- --------------------------------------------------------------------------------
Large Cap Value       Equity securities of larger companies
- --------------------------------------------------------------------------------
Value                 Equity securities of medium to large companies
- --------------------------------------------------------------------------------
Small Cap Value       Equity securities of smaller companies
- --------------------------------------------------------------------------------
Equity Income         Equity securities of companies with a favorable
                      dividend-paying history

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


If the market does not consider the individual  stocks purchased by the funds to
be undervalued,  or if the stocks  purchased by Equity Income do not continue or
increase  dividend  payments  or their stock  price  declines,  the value of the
funds'  shares may not increase as quickly as other funds and may decline,  even
if stock prices are generally rising.

The  smaller  companies  in which Small Cap Value  invests  may present  greater
opportunities  for  capital  appreciation  than larger  companies,  but also may
present greater risks.


WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking long-term capital growth and income from your investment

*  comfortable with the risks associated with the funds' investment strategies

*  comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  investing for a short period of time

*  not seeking income from an equity investment

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

[left margin]

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


2       American Century Investments                             1-800-345-2021


FUND PERFORMANCE HISTORY

VALUE FUND
EQUITY INCOME FUND

Average Total Returns (1)

The  following  bar chart shows the  performance  of the funds'  Investor  Class
shares for each full  calendar  year in the life of the funds.  It indicates the
volatility of the funds' historical returns from year to year.

Large Cap Value and  Small Cap Value are not  included  because  they do not yet
have a full calendar year of performance.

[Bar chart data below]

           Value       Equity Income
1994       3.99%
1995       32.80%       29.63%
1996       24.25%       23.31%
1997       26.01%       28.26%
1998       4.99%        12.97%


(1) As of June 30, 1999, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Value, 13.31% and Equity Income, 8.03%.


The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:


                        Highest                    Lowest
- ---------------------------------------------------------------------------
Value                  18.45% (2Q 1999)            -10.85% (3Q 1998)
- ---------------------------------------------------------------------------
Equity Income          14.19% (4Q 1998)            -6.23% (3Q 1998)


Average Annual Returns


The  following  table  shows the  average  annual  total  returns  of the funds'
Investor Class shares for the periods  indicated.  The S&P 500/BARRA Value Index
and the S&P 500 Index are unmanaged indices that have no operating costs and are
included in the table for performance comparison.  The Lipper Equity Income Fund
Index is a  non-weighted  index of the 30 largest  equity  income  mutual funds.
Large Cap Value and  Small Cap Value are not  included  because  they do not yet
have a full calendar year of performance.


<TABLE>
For the calendar year ended December 31, 1998    1 year   5 years    Life of Fund(1)
- ------------------------------------------------------------------------------------
<S>                                             <C>       <C>          <C>
Value                                           4.99%     17.82%       17.28%
S&P 500/BARRA Value Index                      14.68%     19.88%       18.61%
- ------------------------------------------------------------------------------------
Equity Income                                  12.97%      N/A         21.09%
Lipper Equity Income Index                     11.78%      N/A         18.95%
S&P 500 Index                                  28.68%      N/A         27.54%
</TABLE>


(1) The inception  dates for the funds are Value,  September 1, 1993, and Equity
Income, August 1, 1994.


[left margin]

[graphic of pointing finger]
The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.


[graphic of pointing finger]
For  current  performance  information,  including  yields,  please  call  us at
1-800-345-2021 or visit American Century's Web site at www.americancentury.com.



        www.americancentury.com                 American Century Investments  3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

                       Management    Distribution and            Other            Total Annual Fund
                       Fee           Service (12b-1) Fees        Expenses         Operating Expenses
- ----------------------------------------------------------------------------------------------------
<S>                    <C>          <C>                          <C>             <C>

Large Cap Value        0.90%(1)      None                        0.00%(2)         0.90%
- ----------------------------------------------------------------------------------------------------
Value                  1.00%         None                        0.00%(3)         1.00%
- ----------------------------------------------------------------------------------------------------
Small Cap Value        1.25%         None                        0.00%(3)         1.25%
- ----------------------------------------------------------------------------------------------------
Equity Income          1.00%         None                        0.00%(3)         1.00%
</TABLE>

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

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

(3)  Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.


EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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

                   1 year     3 years    5 years    10 years
- -------------------------------------------------------------
Large Cap Value     $92       $286       N/A        N/A
- -------------------------------------------------------------
Value              $102       $318       $551       $1,219
- -------------------------------------------------------------
Small Cap Value    $127       $395       N/A        N/A
- -------------------------------------------------------------
Equity Income      $102       $318       $551       $1,219


[left margin]


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



4        American Century Investments                             1-800-345-2021


INFORMATION ABOUT THE FUNDS


LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

The funds seek long-term capital growth. Income is a secondary objective.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?


The fund  managers use a value  investment  strategy  that looks  primarily  for
companies  whose stock  price is less than they  believe the company is worth in
the market.  They attempt to purchase the stock of these  undervalued  companies
and hold them until  their  stock price has  increased  to a level the  managers
believe more accurately reflects the fair value of the company.

Companies may be undervalued due to market declines,  poor economic  conditions,
actual or anticipated bad news regarding the issuer or its industry,  or because
they have been overlooked by the market.  To identify these companies,  the fund
managers look for companies with  earnings,  cash flows and/or assets may not be
reflected  accurately  in the stock  price or may be outside  of the  companies'
historical  range.  The fund  managers also look for  companies  whose  dividend
payments appear high when compared to the stock price.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  65% of the  funds'  assets
invested in U.S. equity  securities at all times. When the fund managers believe
that it is  prudent,  the funds  also may  invest a portion  of their  assets in
convertible securities,  foreign securities,  debt securities of companies, debt
obligations of governments and their agencies, non-leveraged stock index futures
contracts and other similar securities. Stock index futures contracts, a type of
derivative  security,  can help the  funds'  cash  assets  remain  liquid  while
performing  more like  stocks.  The funds have a policy  governing  stock  index
futures  which  prohibits  leverage  of the  funds'  assets  by  investing  in a
derivative  security.  For  example,  the  fund  managers  cannot  invest  in  a
derivative  security if it would be possible  for a fund to lose more money than
it invested. A complete description of the derivatives policy is included in the
Statement of Additional Information.


In the event of exceptional market or economic  conditions,  the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or short-term debt securities.  To the extent a fund assumes a defensive
position, it will not be pursuing its objective of capital growth.


Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.



        www.americancentury.com                American Century Investments    5


WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

* Large Cap Value  invests  primarily in larger  companies.  Under normal market
conditions,  the fund  will  have at least 65% of its  assets  invested  in U.S.
equity securities of issuers ranking generally among the 1,000 largest companies
in the United States as measured by their MARKET CAPITALIZATION.


* Value  invests  primarily in medium to large  companies.  Under normal  market
conditions,  the fund  will  have at least 65% of its  assets  invested  in U.S.
equity  securities  of issuers  that the fund  managers  believe to be medium to
large  companies as measured by their market  capitalization.  The fund managers
consider medium to large companies to include those with a market capitalization
larger than the largest company in the S&P SMALLCAP 600/BARRA VALUE INDEX.

* Small Cap Value invests  primarily in smaller  companies.  Under normal market
conditions,  the fund  will  have at least 65% of its  assets  invested  in U.S.
equity  securities  of  issuers  that the fund  managers  believe  to be smaller
companies as measured by their market capitalization. The fund managers consider
smaller  companies  to include  those with a market  capitalization  that is not
bigger  than that of the largest  company in the S&P  SmallCap  600/BARRA  Value
Index.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

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


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

If the market does not consider the individual  stocks purchased by a fund to be
undervalued, the value of the fund's shares may not increase as quickly as other
funds and may decline, even if stock prices are generally rising.

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

Small Cap Value  invests  primarily in securities  of smaller  companies.  These
smaller companies may present greater  opportunities  for capital  appreciation,
but also may involve greater risks than larger companies.  Smaller companies may
have  limited  financial  resources,   product  lines  and  markets,  and  their
securities trade less frequently and in more limited amounts than the securities
of large companies. As a result, the value of the stocks issued by these smaller
companies may go up and down more than the stocks of larger issuers.  This price
volatility may be reflected in the share price of the fund.

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


[left margin]


The MARKET  CAPITALIZATION of a company is the number of its outstanding  shares
times the share price.

The S&P SMALLCAP  600/BARRA  VALUE INDEX is an unmanaged stock index that tracks
the performance of small companies that may be attractive to investors using the
value style of investing.  As of June 30, 1999, the largest company contained in
the index had a market capitalization of $2.3 billion,  while the median company
in the index had a market capitalization of $390 million.



6        American Century Investments                             1-800-345-2021



EQUITY INCOME FUND


WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Equity  Income  seeks to  provide  current  income.  Capital  appreciation  is a
secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers look for stocks with a favorable  dividend-paying history that
have the prospects for dividend  payments to continue or increase.  Secondarily,
the fund  managers look for the  possibility  that the stock price may increase.
The fund seeks to receive  dividend  payments that provide the fund a yield that
exceeds the yield of the stocks comprising the S&P 500 Index.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  85% of the  fund's  assets
invested  in  income-paying  securities  and at least 65% of its  assets in U.S.
equity securities.  When the fund managers believe that it is prudent,  the fund
also may  invest a portion  of its  assets in  convertible  securities,  foreign
securities,  debt securities of companies,  debt  obligations of governments and
their agencies,  non-leveraged  stock index futures  contracts and other similar
securities.  Stock index futures contracts,  a type of derivative security,  can
help the fund's cash assets remain liquid while performing more like stocks. The
fund has a policy governing stock index futures which prohibits  leverage of the
fund's  assets by  investing  in a derivative  security.  For example,  the fund
managers cannot invest in a derivative  security if it would be possible for the
fund to lose  more  money  than  it  invested.  A  complete  description  of the
derivatives policy is included in the Statement of Additional Information.

In the event of exceptional  market or economic  conditions,  the fund may, as a
temporary  defensive measure,  invest all or a substantial portion of its assets
in cash or  short-term  debt  securities.  To the  extent  the  fund  assumes  a
defensive position, it will not be pursuing its objective of capital growth.


Additional  information about the fund's  investments is available in its annual
andsemiannual reports. In these reports you will find a discussion of the market
conditions  and investment  strategies  that  significantly  affected the fund's
performance  during the most recent fiscal period.  You may get these reports at
no cost by calling us.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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

If the  individual  stocks  purchased  by the fund do not  continue  or increase
dividend payments,  or if their stock price does not increase,  the value of the
fund's  shares may not increase as quickly as other funds and may decline,  even
if stock prices are generally rising.

The  value of the  fund's  assets  invested  in  bonds  and  other  fixed-income
securities will go up and down as prevailing  interest rates change.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates decline.

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


         www.americancentury.com              American Century Investments     7


MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR

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

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


For the  services it provided to the funds  during the most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class shares of each fund. The amount of the
management fee is calculated on a  class-by-class  basis daily and paid monthly.
Large Cap Value will pay the  advisor a unified  management  fee of 0.90% of the
first $1 billion of average net assets,  0.80% of the next $4 billion of average
net  assets,  and 0.70% of average  net assets  over $5 billion of the  Investor
Class of shares.

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


Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended March 31, 1999
- --------------------------------------------------------------------------------
Value                                                                   1.00%
- --------------------------------------------------------------------------------
Small Cap Value                                                         1.25%
- --------------------------------------------------------------------------------
Equity Income                                                           1.00%


8       American Century Investments                             1-800-345-2021


THE FUND MANAGEMENT TEAMS


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


The portfolio managers on the investment teams are identified below:


Large Cap Value


MARK MALLON


Mr. Mallon, Chief Investment Officer--Value and Quantitative Equities and Senior
Vice President, has been a member of the team that manages Large Cap Value since
its  inception  in July 1999.  He joined  American  Century in April 1997.  From
August  1978  until he joined  American  Century,  he was  employed  in  several
positions by Federated  Investors  and served as President  and Chief  Executive
Officer of Federated  Investment  Counseling  and  Executive  Vice  President of
Federated  Research  Corporation  since  January 1990. He has a bachelor of arts
from Westminster College and an MBA from Cornell  University.  He is a Chartered
Financial Analyst.


CHARLES RITTER


Mr. Ritter, Vice President and Portfolio Manager,  has been a member of the team
that  manages  Large  Cap Value  since its  inception  in July  1999.  He joined
American Century in December 1998. Before joining American Century,  he spent 15
years with  Federated  Investors,  most recently  serving as Vice  President and
Portfolio  Manager.  He has a bachelor's degree in mathematics and a master's in
economics  from  Carnegie  Mellon  University.  He  also  has  an MBA  from  the
University of Chicago. He is a Chartered Financial Analyst.

Value

PHILLIP N. DAVIDSON

Mr.  Davidson,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Value since joining  American Century in September 1993. Prior
to joining American Century, he spent 11 years at Boatmen's Trust Company in St.
Louis  and  served as Vice  President  and  Portfolio  Manager  responsible  for
institutional value equity clients. He has a bachelor's degree in finance and an
MBA from Illinois State University.

SCOTT A. MOORE

Mr. Moore,  Portfolio Manager,  has been a member of the team that manages Value
since October 1996 and Portfolio Manager since February 1999. He joined American
Century in August 1993 as an Investment  Analyst.  He has a bachelor's degree in
finance  from  Southern  Illinois  University  and an MBA in  finance  from  the
University of Missouri- Columbia. He is a Chartered Financial Analyst.


[left margin]

[graphic of pointing finger]
CODE OF ETHICS

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


www.americancentury.com                   American Century Investments        9


Small Cap Value

R. TODD VINGERS

Mr. Vingers, Portfolio Manager, has been a member of the team that manages Small
Cap Value since its inception in July 1998. He joined American Century in August
1994 as an Investment Analyst. He has a bachelor's degree in business
administration from the University of St. Thomas and an MBA in finance and
accounting from the University of Chicago. He is a Chartered Financial Analyst.

BENJAMIN Z. GIELE


Mr. Giele,  Portfolio Manager,  has been a member of the team that manages Small
Cap Value since its inception in July 1998 and Portfolio  Manager since February
1999. He joined American  Century in May 1998 as an Investment  Analyst.  Before
joining American Century,  he served as an Investment Analyst at USAA Investment
Management  Company from June 1995 to May 1998 and as an  Investment  Analyst at
Texas  Commerce  Investment  Management  from July 1992 to June  1995.  He has a
bachelor of arts from Rice  University and an MBA in finance and accounting from
the University of Texas-Austin. He is a Chartered Financial Analyst.


Equity Income

PHILLIP N. DAVIDSON


Mr.  Davidson,  Vice President and Portfolio  Manager,  has been a member of the
team that manages  Equity  Income since its  inception in August 1994. He joined
American Century in September 1993. Prior to joining American Century,  he spent
11 years at Boatmen's  Trust  Company in St. Louis and served as Vice  President
and Portfolio Manager responsible for institutional value equity clients. He has
a bachelor's degree in finance and an MBA from Illinois State University.


SCOTT A. MOORE


Mr. Moore,  Portfolio Manager, has been a member of the team that manages Equity
Income since October 1996 and Portfolio  Manager since  February 1999. He joined
American  Century in August 1993 as an Investment  Analyst.  He has a bachelor's
degree in finance from Southern  Illinois  University and an MBA in finance from
the University of Missouri-Columbia. He is a Chartered Financial Analyst.



10        American Century Investments                           1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

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

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


 www.americancentury.com                  American Century Investments        11


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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


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

BY TELEPHONE

Investor Relations 1-800-345-2021

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

Automated Information Line 1-800-345-8765

[illustration of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES


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

MAKE ADDITIONAL INVESTMENTS

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


SELL SHARES

Call an Investor Relations Representative.

- -------------------------------------------------------------------------------
BY MAIL OR FAX

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

Fax
816-340-7962

[illustration of mail]

OPEN AN ACCOUNT


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


EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES


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


- -------------------------------------------------------------------------------
ONLINE

www.americancentury.com

[illustration of computer]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.


12        American Century Investments                           1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

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

YOUR GUIDE TO SERVICES AND POLICIES

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


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

BY WIRE


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

[illustration of wire machine]

OPEN AN ACCOUNT


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


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

+For additional investments only

MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES


Not available.


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

[illustration of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES


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



MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

- -------------------------------------------------------------------------------
IN PERSON

[illustration of person]

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


4500 Main St.
Kansas City, Missouri
8 a.m. to 5:30 p.m., Monday - Friday


1665 Charleston Road
Mountain View, California
8 a.m. to 5 p.m., Monday - Frida

4917 Town Center Drive
Leawood, Kansas
8 a.m. to 6 p.m., Monday -- Friday 8 a.m.
to noon, Saturday

9445 East County Line Road, Suite A
Englewood, Colorado
8 a.m. to 6 p.m., Monday
- - Friday 8 a.m. to noon, Saturday


www.americancentury.com                   American Century Investments       13


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                         $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                             $1,000
- --------------------------------------------------------------------------------
Roth IRA                                                    $1,000
- --------------------------------------------------------------------------------
Education IRA                                               $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                                   $1,000
- --------------------------------------------------------------------------------
403(b)                                                      No minimum
- --------------------------------------------------------------------------------
Qualified Retirement Plans                                  $2,500(1)

(1 )The  minimum  investment  requirements  may be  different  for some types of
retirement accounts.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS


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


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


14        American Century Investments                            1-800-345-2021



INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

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

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

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

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

[left margin]

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


www.americancentury.com                   American Century Investments      15


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

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

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

DISTRIBUTIONS


Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment securities.

The funds pay  distributions  of  substantially  all of their income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  They may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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

[left margin]

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

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


16        American Century Investments                           1-800-345-2021


TAXES

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

Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions


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


<TABLE>

Type of Distribution         Tax Rate for 15% Bracket  Tax Rate for 28% Bracket or Above
- ----------------------------------------------------------------------------------------
<S>                          <C>                       <C>
Short-term capital gains     Ordinary income rate      Ordinary income rate
- ----------------------------------------------------------------------------------------
Long-term capital gains      10%                       20%
</TABLE>

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


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

Taxes on Transactions


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

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


[left margin]

[graphic of pointing finger]
BUYING A DIVIDEND

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

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

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


www.americancentury.com                   American Century Investments      17


MULTIPLE CLASS INFORMATION

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


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

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



18        American Century Investments                           1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.


On a per-share basis, the tables include as appropriate


*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period


The tables also include some key statistics for the period as appropriate


*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity


The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the fiscal  year ended March 31,  1999,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.



www.americancentury.com                   American Century Investments      19



VALUE FUND


<TABLE>
<CAPTION>
Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data

                                                                1999            1998            1997            1996           1995

<S>                                                    <C>             <C>             <C>             <C>            <C>
Net Asset Value, Beginning of Year ....................$        7.73   $        6.58   $        6.32   $        5.46  $        4.98
                                                       -------------   -------------   -------------   -------------  -------------
Income From Investment Operations
  Net Investment Income(1) ............................         0.08            0.10            0.12            0.13           0.12
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ..........................        (0.80)           2.35            0.87            1.34           0.75
                                                       -------------   -------------   -------------   -------------  -------------
  Total From Investment Operations ....................        (0.72)           2.45            0.99            1.47           0.87
                                                       -------------   -------------   -------------   -------------  -------------
Distributions
  From Net Investment Income ..........................        (0.09)          (0.10)          (0.12)          (0.12)         (0.12)
  In Excess of Net Investment Income ..................         --              --             --(2)           (0.01)          --
  From Net Realized Gains on Investment Transactions ..        (1.15)          (1.20)          (0.61)          (0.48)         (0.27)
                                                       -------------   -------------   -------------   -------------  -------------
  Total Distributions .................................        (1.24)          (1.30)          (0.73)          (0.61)         (0.39)
                                                       -------------   -------------   -------------   -------------  -------------
Net Asset Value, End of Year ..........................$        5.77   $        7.73   $        6.58   $        6.32  $        5.46
                                                       =============   =============   =============   =============  =============
  Total Return(3) .....................................        (9.88)%         39.94%          15.92%          28.06%         18.56%

Ratios/Supplemental Data
                                                                1999            1998            1997            1996           1995

Ratio of Operating Expenses to Average Net Assets .....         1.00%           1.00%           1.00%           0.97%          1.00%
Ratio of Net Investment Income to Average Net Assets ..         1.19%           1.38%           1.86%           2.17%          2.65%
Portfolio Turnover Rate ...............................          130%            130%            111%            145%            94%
Net Assets, End of Year (in thousands) ................$   1,719,367   $   2,713,562   $   1,743,582   $     881,885  $     348,281

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

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions, if any.


20           American Century Investments                       1-800-345-2021


SMALL CAP VALUE FUND

Investor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                       1999(1)

Net Asset Value, Beginning of Period ........................... $     5.00
                                                                 ----------
Income From Investment Operations
  Net Investment Income(2) .....................................       0.03
  Net Realized and Unrealized Loss on Investment Transactions ..      (0.24)
                                                                 ----------
  Total From Investment Operations .............................      (0.21)
                                                                 ----------
Distributions
  From Net Investment Income ...................................      (0.02)
  From Net Realized Gains on Investment Transactions ...........      (0.02)
  In Excess of Net Realized Gains ..............................      (0.02)
                                                                 ----------
  Total Distributions ..........................................      (0.06)
                                                                 ----------
Net Asset Value, End of Period ................................. $     4.73
                                                                 ==========
  Total Return(3) ..............................................      (4.24)%
Ratios/Supplemental Data
                                                                       1999(1)

Ratio of Operating Expenses to Average Net Assets ..............       1.25%(4)
Ratio of Net Investment Income to Average Net Assets ...........       1.02%(4)
Portfolio Turnover Rate ........................................        153%
Net Assets, End of Period (in thousands) ....................... $   11,410

(1) July 31, 1998 (inception of fund and class) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(4) Annualized.


www.americancentury.com                 American Century Investments        21


EQUITY INCOME FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

                                                               1999          1998          1997          1996         1995(1)


Net Asset Value, Beginning of Period .................. $      7.15   $      6.31   $      6.10   $      5.42     $      5.00
                                                        -----------   -----------   -----------   -----------     -----------
Income From Investment Operations
  Net Investment Income(2) ............................        0.22          0.25          0.22          0.20            0.09
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions .............................       (0.23)         1.99          0.75          1.13            0.44
                                                        -----------   -----------   -----------   -----------     -----------
  Total From Investment Operations ....................       (0.01)         2.24          0.97          1.33            0.53
                                                        -----------   -----------   -----------   -----------     -----------
Distributions
  From Net Investment Income ..........................       (0.23)        (0.24)        (0.21)        (0.19)          (0.09)
  In Excess of Net Investment Income ..................        --            --           --(3)         (0.01)           --
  From Net Realized Gains on Investment Transactions ..       (0.96)        (1.16)        (0.55)        (0.45)          (0.02)
                                                        -----------   -----------   -----------   -----------     -----------
  Total Distributions .................................       (1.19)        (1.40)        (0.76)        (0.65)          (0.11)
                                                        -----------   -----------   -----------   -----------     -----------
Net Asset Value, End of Period ........................ $      5.95   $      7.15   $      6.31   $      6.10     $      5.42
                                                        ===========   ===========   ===========   ===========     ===========
  Total Return(4) .....................................       (0.44)%       37.78%        16.24%        25.67%          10.69%

Ratios/Supplemental Data
                                                               1999          1998          1997          1996            1995(1)

Ratio of Operating Expenses to Average Net Assets .....        1.00%         1.00%         1.00%         0.98%           1.00%(5)
Ratio of Net Investment Income to Average Net Assets ..        3.31%         3.52%         3.46%         3.51%           4.04%(5)
Portfolio Turnover Rate ...............................         180%          158%          159%          170%             45%
Net Assets, End of Period (in thousands) .............. $   296,585   $   355,962   $   199,388   $   116,692     $    52,213

(1) August 1, 1994 (inception) through March 31, 1995.

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

(3) Per share amount was less than $0.005.

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.
</TABLE>


22    American Century Investments                              1-800-345-2021


NOTES


 www.americancentury.com                   American Century Investments      23


NOTES


 24       American Century Investments                           1-800-345-2021


NOTES


www.americancentury.com                   American Century Investments    25


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

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

Statement of Additional Information (SAI)

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


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


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

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

* On the Internet          www.sec.gov

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

Investment Company Act File No. 811-7820

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

                        AMERICAN CENTURY INVESTMENTS 9907
                                 P.O. Box 419200
                        Kansas City, Missouri 64141-6200
                         1-800-345-2021 or 816-531-5575


9907
SH-PRS-16635
<PAGE>
AMERICAN CENTURY


PROSPECTUS

                                                            Large Cap Value Fund
                                                                      Value Fund
                                                            Small Cap Value Fund
                                                              Equity Income Fund



                   JULY 30, 1999
             INSTITUTIONAL CLASS

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

                  Distributed by
         Funds Distributor, Inc.

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



Dear Investor,

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

   Here's what you'll find:

   * The funds' primary investments and risks

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

   * Fund performance, including returns for each year, best and worst quarters,
   and average annual returns compared to the funds' benchmarks

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

   * Helpful tips and definitions of key investment terms


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


                                Sincerely,

                                /s/Mark Killen

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


[left margin]

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


                                AMERICAN CENTURY
                                   INVESTMENTS

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




TABLE OF CONTENTS


An Overview of the Funds ....................................................  2
Fund Performance History ....................................................  3
Fees and Expenses ...........................................................  4
Information about the Funds .................................................  5
     Large Cap Value Fund ...................................................  5
     Value Fund .............................................................  5
     Small Cap Value Fund ...................................................  5
     Equity Income Fund .....................................................  7
Management ..................................................................  8
Investing with American Century ............................................. 12
Share Price and Distributions ............................................... 15
Taxes ....................................................................... 16
Multiple Class Information .................................................. 17
Financial Highlights ........................................................ 18
Performance Information of Other Class ...................................... 22



[left margin]

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

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


                                    American Century Investments


AN OVERVIEW OF THE FUNDS


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Large Cap Value, Value and Small Cap Value seek long-term capital growth. Income
is a secondary objective.


Equity  Income  seeks  current  income.  Capital  appreciation  is  a  secondary
objective.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?


In  selecting  stocks for Large Cap Value,  Value and Small Cap Value,  the fund
managers  look for  companies  whose stock  price is less than they  believe the
company is worth in the  market.  They  attempt to  purchase  the stock of these
undervalued  companies  and hold them until their stock price has increased to a
level the  managers  believe  more  accurately  reflects  the fair  value of the
company.  For Equity Income, the fund managers look for stocks of companies with
a favorable dividend-paying history and, secondarily,  for potential increase in
share price.


The chart below shows the primary  differences  among the funds. A more detailed
description of the funds' investment strategies and risks begins on page 5.

FUND                  PRIMARY INVESTMENTS
- --------------------------------------------------------------------------------
Large Cap Value       Equity securities of larger companies
- --------------------------------------------------------------------------------
Value                 Equity securities of medium to large companies
- --------------------------------------------------------------------------------
Small Cap Value       Equity securities of smaller companies
- --------------------------------------------------------------------------------
Equity Income         Equity securities of companies with a favorable
                      dividend-paying history

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


If the market does not consider the individual  stocks purchased by the funds to
be undervalued,  or if the stocks  purchased by Equity Income do not continue or
increase  dividend  payments  or their stock  price  declines,  the value of the
funds'  shares may not increase as quickly as other funds and may decline,  even
if stock prices are generally rising.

The  smaller  companies  in which Small Cap Value  invests  may present  greater
opportunities  for  capital  appreciation  than larger  companies,  but also may
present greater risk.


WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking long-term capital growth and income from your investment

*  comfortable with the risks associated with the funds' investment strategies

*  comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  investing for a short period of time

*  not seeking income from an equity investment

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

[left margin]

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


2      American Century Investments                             1-800-345-3533


FUND PERFORMANCE HISTORY

VALUE FUND


Average Total Returns(1)


The following bar chart shows the  performance  of Value's  Institutional  Class
shares for each full  calendar  year in the life of the class.  Large Cap Value,
Small Cap Value and Equity  Income are not  included  because the  Institutional
Class of those funds does not yet have a full calendar year of performance.

[bar chart data below]
           Value
1998       5.18%


(1) As of June 30, 1999, the end of the most recent  calendar  quarter,  Value's
year-to-date return was 0.81%.


The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:


                          Highest                     Lowest
- --------------------------------------------------------------------------------
Value                     18.31% (2Q 1999)            -10.67% (3Q 1998)


Average Annual Returns


The  following   table  shows  the  average  annual  total  returns  of  Value's
Institutional  Class  shares for the  periods  indicated.  The  benchmark  is an
unmanaged  index that has no  operating  costs and is  included in the table for
performance  comparison.  Large Cap Value, Small Cap Value and Equity Income are
not included because the Institutional  Class of those funds does not yet have a
full calendar year of performance.


For the calendar year ended December 31, 1998   1 year        Life of Fund(1)
- --------------------------------------------------------------------------------
Value                                           5.18%          7.31%

S&P 500/BARRA Value Index                      14.68%         12.72%

(1) The inception date for the Institutional Class of Value is July 31, 1997.

Performance Information of Other Class


The  original  class  of  shares  of the  funds  was  the  Investor  Class.  For
information  about the  historical  performance of the original class of shares,
see page 22.



[left margin]

[graphic of finger pointing]
The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.


[graphic of finger pointing]
For  current  performance  information,  including  yields,  please  call  us at
1-800-345-3533.



www.americancentury.com                  American Century Investments        3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)


                    Management    Distribution and       Other       Total Annual Fund
                    Fee           Service (12b-1) Fees   Expenses    Operating Expenses
- ---------------------------------------------------------------------------------------
<S>                 <C>           <C>                    <C>         <C>
Large Cap Value     0.70%(1)      None                   0.00%(2)    0.70%
- ---------------------------------------------------------------------------------------
Value               0.80%         None                   0.00%(3)    0.80%
- ---------------------------------------------------------------------------------------
Small Cap Value     1.05%         None                   0.00%(3)    1.05%
- ---------------------------------------------------------------------------------------
Equity Income       0.80%         None                   0.00%(3)    0.80%
</TABLE>


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

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

(3)  Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.

EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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

                          1 year         3 years      5 years       10 years
- ----------------------------------------------------------------------------
Large Cap Value           $71            $224         N/A           N/A
- ----------------------------------------------------------------------------
Value                     $82            $255         $443          $987
- ----------------------------------------------------------------------------
Small Cap Value           $107           $333         N/A           N/A
- ----------------------------------------------------------------------------
Equity Income             $82            $255         $443          $987


[left margin]


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



4      American Century Investments                             1-800-345-3533


INFORMATION ABOUT THE FUNDS


LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

The funds seek long-term capital growth. Income is a secondary objective.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?


The fund  managers use a value  investment  strategy  that looks  primarily  for
companies  whose stock  price is less than they  believe the company is worth in
the market.  They attempt to purchase the stock of these  undervalued  companies
and hold them until  their  stock price has  increased  to a level the  managers
believe more accurately reflects the fair value of the company.

Companies may be undervalued due to market declines,  poor economic  conditions,
actual or anticipated bad news regarding the issuer or its industry,  or because
they have been overlooked by the market.  To identify these companies,  the fund
managers look for companies with  earnings,  cash flows and/or assets may not be
reflected  accurately  in the stock  price or may be outside  of the  companies'
historical  range.  The fund  managers also look for  companies  whose  dividend
payments appear high when compared to the stock price.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  65% of the  funds'  assets
invested in U.S. equity  securities at all times. When the fund managers believe
that it is  prudent,  the funds  also may  invest a portion  of their  assets in
convertible securities,  foreign securities,  debt securities of companies, debt
obligations of governments and their agencies, non-leveraged stock index futures
contracts and other similar securities. Stock index futures contracts, a type of
derivative  security,  can help the  funds'  cash  assets  remain  liquid  while
performing  more like  stocks.  The funds have a policy  governing  stock  index
futures  which  prohibits  leverage  of the  funds'  assets  by  investing  in a
derivative  security.  For  example,  the  fund  managers  cannot  invest  in  a
derivative  security if it would be possible  for a fund to lose more money than
it invested. A complete description of the derivatives policy is included in the
Statement of Additional Information.


In the event of exceptional market or economic  conditions,  the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or short-term debt securities.  To the extent a fund assumes a defensive
position, it will not be pursuing its objective of capital growth.


Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.



www.americancentury.com                  American Century Investments        5


WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

*  Large Cap Value invests  primarily in larger  companies.  Under normal market
   conditions,  the fund will have at least 65% of its assets  invested  in U.S.
   equity  securities  of  issuers  ranking  generally  among the 1,000  largest
   companies in the United States as measured by their MARKET CAPITALIZATION.


*  Value  invests  primarily in medium to large  companies.  Under normal market
   conditions,  the fund will have at least 65% of its assets  invested  in U.S.
   equity  securities of issuers that the fund managers  believe to be medium to
   large companies as measured by their market capitalization. The fund managers
   consider   medium  to  large   companies  to  include  those  with  a  market
   capitalization  larger than the largest company in the S&P SMALLCAP 600/BARRA
   VALUE INDEX.

*  Small Cap Value invests primarily in smaller  companies.  Under normal market
   conditions,  the fund will have at least 65% of its assets  invested  in U.S.
   equity  securities  of issuers that the fund  managers  believe to be smaller
   companies  as  measured by their  market  capitalization.  The fund  managers
   consider smaller companies to include those with a market capitalization that
   is not bigger than that of the largest company in the S&P SmallCap  600/BARRA
   Value Index.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

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


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

If the market does not consider the individual  stocks purchased by a fund to be
undervalued, the value of the fund's shares may not increase as quickly as other
funds and may decline, even if stock prices are generally rising.

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

Small Cap Value  invests  primarily in securities  of smaller  companies.  These
smaller companies may present greater  opportunities  for capital  appreciation,
but also may involve greater risks than larger companies.  Smaller companies may
have  limited  financial  resources,   product  lines  and  markets,  and  their
securities trade less frequently and in more limited amounts than the securities
of large companies. As a result, the value of the stocks issued by these smaller
companies may go up and down more than the stocks of larger issuers.  This price
volatility may be reflected in the share price of the fund.

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



[left margin]


The MARKET  CAPITALIZATION of a company is the number of its outstanding  shares
times the share price.


The S&P SMALLCAP  600/BARRA  VALUE INDEX is an unmanaged stock index that tracks
the performance of small companies that may be attractive to investors using the
value style of investing.  As of June 30, 1999, the largest company contained in
the index had a market capitalization of $2.3 billion,  while the median company
in the index had a market capitalization of $390 million.



6      American Century Investments                             1-800-345-3533



EQUITY INCOME FUND


WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Equity  Income  seeks to  provide  current  income.  Capital  appreciation  is a
secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers look for stocks with a favorable  dividend-paying history that
have the prospects for dividend  payments to continue or increase.  Secondarily,
the fund  managers look for the  possibility  that the stock price may increase.
The fund seeks to receive  dividend  payments that provide the fund a yield that
exceeds the yield of the stocks comprising the S&P 500 Index.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  85% of the  fund's  assets
invested  in  income-paying  securities  and at least 65% of its  assets in U.S.
equity securities.  When the fund managers believe that it is prudent,  the fund
also may  invest a portion  of its  assets in  convertible  securities,  foreign
securities,  debt securities of companies,  debt  obligations of governments and
their agencies,  non-leveraged  stock index futures  contracts and other similar
securities.  Stock index futures contracts,  a type of derivative security,  can
help the fund's cash assets remain liquid while performing more like stocks. The
fund has a policy governing stock index futures which prohibits  leverage of the
fund's  assets by  investing  in a derivative  security.  For example,  the fund
managers cannot invest in a derivative  security if it would be possible for the
fund to lose  more  money  than  it  invested.  A  complete  description  of the
derivatives policy is included in the Statement of Additional Information.

In the event of exceptional  market or economic  conditions,  the fund may, as a
temporary  defensive measure,  invest all or a substantial portion of its assets
in cash or  short-term  debt  securities.  To the  extent  the  fund  assumes  a
defensive position, it will not be pursuing its objective of capital growth.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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

If the  individual  stocks  purchased  by the fund do not  continue  or increase
dividend payments,  or if their stock price does not increase,  the value of the
fund's  shares may not increase as quickly as other funds and may decline,  even
if stock prices are generally rising.

The  value of the  fund's  assets  invested  in  bonds  and  other  fixed-income
securities will go up and down as prevailing  interest rates change.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates decline.

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


www.americancentury.com                 American Century Investments        7


MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR

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

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


For the  services it provided to the funds  during the most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Institutional Class shares of each fund. The amount of
the  management  fee is  calculated  on a  class-by-class  basis  daily and paid
monthly.  Large Cap Value will pay the advisor a unified management fee of 0.70%
of the first $1 billion of average net  assets,  0.60% of the next $4 billion of
average  net  assets,  and 0.50% of average  net  assets  over $5 billion of the
Institutional Class of shares.

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


Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended March 31, 1999
- --------------------------------------------------------------------------------
Value                                                                 0.80%
- --------------------------------------------------------------------------------
Small Cap Value                                                       1.05%
- --------------------------------------------------------------------------------
Equity Income                                                         0.80%


8      American Century Investments                             1-800-345-3533


THE FUND MANAGEMENT TEAMS


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


The portfolio managers on the investment teams are identified below:


Large Cap Value


MARK MALLON


Mr. Mallon, Chief Investment Officer--Value and Quantitative Equities and Senior
Vice President, has been a member of the team that manages Large Cap Value since
its  inception  in July 1999.  He joined  American  Century in April 1997.  From
August  1978  until he joined  American  Century,  he was  employed  in  several
positions by Federated  Investors  and served as President  and Chief  Executive
Officer of Federated  Investment  Counseling  and  Executive  Vice  President of
Federated  Research  Corporation  since  January 1990. He has a bachelor of arts
from Westminster College and an MBA from Cornell  University.  He is a Chartered
Financial Analyst.


CHARLES RITTER

Mr. Ritter, Vice President and Portfolio Manager,  has been a member of the team
that  manages  Large  Cap Value  since its  inception  in July  1999.  He joined
American Century in December 1998. Before joining American Century,  he spent 15
years with  Federated  Investors,  most recently  serving as Vice  President and
Portfolio  Manager.  He has a bachelor's degree in mathematics and a master's in
economics  from  Carnegie  Mellon  University.  He  also  has  an MBA  from  the
University of Chicago. He is a Chartered Financial Analyst.


Value

PHILLIP N. DAVIDSON

Mr.  Davidson,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Value since joining  American Century in September 1993. Prior
to joining American Century, he spent 11 years at Boatmen's Trust Company in St.
Louis  and  served as Vice  President  and  Portfolio  Manager  responsible  for
institutional value equity clients. He has a bachelor's degree in finance and an
MBA from Illinois State University.

SCOTT A. MOORE

Mr. Moore,  Portfolio Manager,  has been a member of the team that manages Value
since October 1996 and Portfolio Manager since February 1999. He joined American
Century in August 1993 as an Investment  Analyst.  He has a bachelor's degree in
finance  from  Southern  Illinois  University  and an MBA in  finance  from  the
University of Missouri- Columbia. He is a Chartered Financial Analyst.


[left margin]

[graphic of finger pointing]
CODE OF ETHICS

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


www.americancentury.com                 American Century Investments        9


Small Cap Value

R. TODD VINGERS

Mr. Vingers, Portfolio Manager, has been a member of the team that manages Small
Cap Value since its inception in July 1998. He joined American Century in August
1994  as  an  Investment  Analyst.  He  has  a  bachelor's  degree  in  business
administration  from the  University  of St.  Thomas and an MBA in  finance  and
accounting from the University of Chicago. He is a Chartered Financial Analyst.

BENJAMIN Z. GIELE


Mr. Giele,  Portfolio Manager,  has been a member of the team that manages Small
Cap Value since its inception in July 1998 and Portfolio  Manager since February
1999. He joined American  Century in May 1998 as an Investment  Analyst.  Before
joining American Century,  he served as an Investment Analyst at USAA Investment
Management  Company from June 1995 to May 1998 and as an  Investment  Analyst at
Texas  Commerce  Investment  Management  from July 1992 to June  1995.  He has a
bachelor of arts from Rice  University and an MBA in finance and accounting from
the University of Texas-Austin. He is a Chartered Financial Analyst.


Equity Income

PHILLIP N. DAVIDSON


Mr.  Davidson,  Vice President and Portfolio  Manager,  has been a member of the
team that manages  Equity  Income since its  inception in August 1994. He joined
American Century in September 1993. Prior to joining American Century,  he spent
11 years at Boatmen's  Trust  Company in St. Louis and served as Vice  President
and Portfolio Manager responsible for institutional value equity clients. He has
a bachelor's degree in finance and an MBA from Illinois State University.


SCOTT A. MOORE


Mr. Moore,  Portfolio Manager, has been a member of the team that manages Equity
Income since October 1996 and Portfolio  Manager since  February 1999. He joined
American  Century in August 1993 as an Investment  Analyst.  He has a bachelor's
degree in finance from Southern  Illinois  University and an MBA in finance from
the University of Missouri-Columbia. He is a Chartered Financial Analyst.



10     American Century Investments                             1-800-345-3533


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

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


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



www.americancentury.com                American Century Investments          11


INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES


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


MINIMUM INITIAL INVESTMENT AMOUNTS

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


REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS


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

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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


12     American Century Investments                             1-800-345-3533


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

BY TELEPHONE

Service Representative
1-800-345-3533

[illustration of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX

P.O. Box 419385 Kansas City, MO 64141-6385
Fax
816-340-4655

[illustration of envelope]

OPEN AN ACCOUNT


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


EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

- --------------------------------------------------------------------------------
BY WIRE

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

[illustration of wire machine]

OPEN AN ACCOUNT


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


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

+ For additional investments only

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

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

[illustration of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES


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


MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES


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



www.americancentury.com                American Century Investments        13


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments


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

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


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


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


[left margin]

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


14     American Century Investments                             1-800-345-3533


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

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

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

DISTRIBUTIONS


Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment securities.

The funds pay  distributions  of  substantially  all of their income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  They may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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

[left margin]

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

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


www.americancentury.com                American Century Investments        15


TAXES

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

Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions


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

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

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


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

Taxes on Transactions


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

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



[left margin]

[graphic of finger pointing]
BUYING A DIVIDEND

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

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

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


16     American Century Investments                             1-800-345-3533


MULTIPLE CLASS INFORMATION


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

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


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

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

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


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



www.americancentury.com                American Century Investments        17


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.


On a per-share basis, the tables include as appropriate


*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period


The tables also include some key statistics for the period as appropriate


*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets


*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the fiscal  year ended March 31,  1999,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.


18     American Century Investments                             1-800-345-3533


<TABLE>
<CAPTION>
VALUE FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data
                                                             1999         1998(1)

<S>                                                     <C>            <C>
Net Asset Value, Beginning of Period .................. $     7.73     $     7.84
                                                        ----------     ----------
Income From Investment Operations
  Net Investment Income(2) ............................       0.10           0.15
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ..........................      (0.80)          1.02
                                                        ----------     ----------
  Total From Investment Operations ....................      (0.70)          1.17
                                                        ----------     ----------
Distributions
  From Net Investment Income ..........................      (0.10)         (0.08)
  From Net Realized Gains on
  Investment Transactions .............................      (1.15)         (1.20)
                                                        ----------     ----------
  Total Distributions .................................      (1.25)         (1.28)
                                                        ----------     ----------
Net Asset Value, End of Period ........................ $     5.78     $     7.73
                                                        ==========     ==========
  Total Return(3) .....................................      (9.52)%        17.14%

Ratios/Supplemental
                                                              1999           1998(1)

Ratio of Operating Expenses to Average Net Assets .....       0.80%          0.80%(4)
Ratio of Net Investment Income to Average Net Assets ..       1.39%          2.97%(4)
Portfolio Turnover Rate ...............................        130%           130%
Net Assets, End of Period (in thousands) .............. $   36,318     $    5,944

(1)  July 31, 1997 (commencement of sale) through March 31, 1998.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(4) Annualized.
</TABLE>


www.americancentury.com                 American Century Investments        19


SMALL CAP VALUE FUND

Institutional Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                       1999(1)

Net Asset Value, Beginning of Period ............................  $   4.83
                                                                   --------
Income From Investment Operations
  Net Investment Income(2) ......................................      0.03
  Net Realized and Unrealized Loss on Investment Transactions ...     (0.06)
                                                                   --------
  Total From Investment Operations ..............................     (0.03)
                                                                   --------
Distributions
  From Net Investment Income ....................................     (0.02)
  From Net Realized Gains on Investment Transactions ............     (0.04)
                                                                   --------
  Total Distributions ...........................................     (0.06)
                                                                   --------
Net Asset Value, End of Period ..................................  $   4.74
                                                                   ========
  Total Return(3) ...............................................     (0.60)%

Ratios/Supplemental Data
                                                                       1999(1)

Ratio of Operating Expenses to Average Net Assets ...............      1.05%(4)
Ratio of Net Investment Income to Average Net Assets ............      1.22%(4)
Portfolio Turnover Rate .........................................       153%
Net Assets, End of Period (in thousands) ........................  $    986

(1)  October 26, 1998 (commencement of sale) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(4) Annualized.


20          American Century Investments                      1-800-345-3533


EQUITY INCOME FUND

Institutional Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                      1999(1)

Net Asset Value, Beginning of Period ...........................  $    6.96
                                                                  ---------
Income From Investment Operations
  Net Investment Income(2) .....................................       0.07
  Net Realized and Unrealized Gain on Investment Transactions ..       0.06
                                                                  ---------
  Total From Investment Operations .............................       0.13
                                                                  ---------
Distributions
  From Net Investment Income ...................................      (0.18)
  From Net Realized Gains on Investment Transactions ...........      (0.96)
                                                                  ---------
  Total Distributions ..........................................      (1.14)
                                                                  ---------
Net Asset Value, End of Period .................................  $    5.95
                                                                  =========
  Total Return(3) ..............................................       1.60%

Ratios/Supplemental Data
                                                                       1999(1)

Ratio of Operating Expenses to Average Net Assets ..............       0.80%(4)
Ratio of Net Investment Income to Average Net Assets ...........       1.61%(4)
Portfolio Turnover Rate ........................................        180%
Net Assets, End of Period ......................................  $   2,654

(1)  July 8, 1998 (commencement of sale) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(4) Annualized.


www.americancentury.com                  American Century Investments         21


PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense  ratio  that is  0.20%  higher  than  the  Institutional  Class.  If the
Institutional  Class had existed during the periods  presented,  its performance
would have been higher because of the lower expense.

The tables on the next pages  itemize what  contributed  to the changes in share
price during the period.

On a per-share basis, the tables include as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The tables also include some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO TURNOVER --the percentage of the fund's buying and selling activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the fiscal  year ended March 31,  1999,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.


22     American Century Investments                             1-800-345-3533


<TABLE>
<CAPTION>
VALUE FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
                                                     1999            1998            1997            1996            1995

<S>                                         <C>             <C>             <C>             <C>             <C>
Net Asset Value, Beginning of Year ........ $        7.73   $        6.58   $        6.32   $        5.46   $        4.98
                                            -------------   -------------   -------------   -------------   -------------
Income From Investment Operations
  Net Investment Income(1) ................          0.08            0.10            0.12            0.13            0.12
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ..............         (0.80)           2.35            0.87            1.34            0.75
                                            -------------   -------------   -------------   -------------   -------------
  Total From Investment Operations ........         (0.72)           2.45            0.99            1.47            0.87
                                            -------------   -------------   -------------   -------------   -------------
Distributions
  From Net Investment Income ..............         (0.09)          (0.10)          (0.12)          (0.12)          (0.12)
  In Excess of Net Investment Income ......          --              --             --(2)           (0.01)           --
  From Net Realized Gains
  on Investment Transactions ..............         (1.15)          (1.20)          (0.61)          (0.48)          (0.27)
                                            -------------   -------------   -------------   -------------   -------------
  Total Distributions .....................         (1.24)          (1.30)          (0.73)          (0.61)          (0.39)
                                            -------------   -------------   -------------   -------------   -------------
Net Asset Value, End of Year .............. $        5.77   $        7.73   $        6.58   $        6.32   $        5.46
                                            =============   =============   =============   =============   =============
  Total Return(3) .........................         (9.88)%         39.94%          15.92%          28.06%          18.56%

Ratios/Supplemental Data
                                                     1999            1998            1997            1996            1995

Ratio of Operating Expenses
  to Average Net Assets ...................          1.00%           1.00%           1.00%           0.97%           1.00%
Ratio of Net Investment Income
  to Average Net Assets ...................          1.19%           1.38%           1.86%           2.17%           2.65%
Portfolio Turnover Rate ...................           130%            130%            111%            145%             94%
Net Assets, End of Year (in thousands) .... $   1,719,367   $   2,713,562   $   1,743,582   $     881,885   $     348,281

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

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions, if any.


www.americancentury.com                  American Century Investments        23


SMALL CAP VALUE FUND

Investor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                        1999(1)

Net Asset Value, Beginning of Period ............................ $     5.00
                                                                  ----------
Income From Investment Operations
  Net Investment Income(2) ......................................       0.03
  Net Realized and Unrealized Loss on Investment Transactions ...      (0.24)
                                                                  ----------
  Total From Investment Operations ..............................      (0.21)
                                                                  ----------
Distributions
  From Net Investment Income ....................................      (0.02)
  From Net Realized Gains on Investment Transactions ............      (0.02)
  In Excess of Net Realized Gains ...............................      (0.02)
                                                                  ----------
  Total Distributions ...........................................      (0.06)
                                                                  ----------
Net Asset Value, End of Period .................................. $     4.73
                                                                  ==========
  Total Return(3) ...............................................      (4.24)%

Ratios/Supplemental Data
                                                                        1999(1)

Ratio of Operating Expenses to Average Net Assets ...............       1.25%(4)
Ratio of Net Investment Income to Average Net Assets ............       1.02%(4)
Portfolio Turnover Rate .........................................        153%
Net Assets, End of Period (in thousands) ........................ $   11,410

(1)  July 31, 1998 (inception of fund and class) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(4) Annualized.

24          American Century Investments                      1-800-345-3533


EQUITY INCOME FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data
                                                    1999          1998          1997          1996            1995(1)

Net Asset Value, Beginning of Period ....... $      7.15   $      6.31   $      6.10   $      5.42     $      5.00
                                             -----------   -----------   -----------   -----------     -----------
Income From Investment Operations
  Net Investment Income(2) .................        0.22          0.25          0.22          0.20            0.09
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................       (0.23)         1.99          0.75          1.13            0.44
                                             -----------   -----------   -----------   -----------     -----------
  Total From Investment Operations .........       (0.01)         2.24          0.97          1.33            0.53
                                             -----------   -----------   -----------   -----------     -----------
Distributions
  From Net Investment Income ...............       (0.23)        (0.24)        (0.21)        (0.19)          (0.09)
  In Excess of Net Investment Income .......        --            --           --(3)         (0.01)           --
  From Net Realized Gains
  on Investment Transactions ...............       (0.96)        (1.16)        (0.55)        (0.45)          (0.02)
                                             -----------   -----------   -----------   -----------     -----------
  Total Distributions ......................       (1.19)        (1.40)        (0.76)        (0.65)          (0.11)
                                             -----------   -----------   -----------   -----------     -----------
Net Asset Value, End of Period ............. $      5.95   $      7.15   $      6.31   $      6.10     $      5.42
                                             ===========   ===========   ===========   ===========     ===========
  Total Return(4) ..........................       (0.44)%       37.78%        16.24%        25.67%          10.69%

Ratios/Supplemental Data
                                                    1999          1998          1997          1996            1995(1)

Ratio of Operating Expenses
  to Average Net Assets ....................        1.00%         1.00%         1.00%         0.98%           1.00%(5)
Ratio of Net Investment Income
  to Average Net Assets ....................        3.31%         3.52%         3.46%         3.51%           4.04%(5)
Portfolio Turnover Rate ....................         180%          158%          159%          170%             45%
Net Assets, End of Period (in thousands) ... $   296,585   $   355,962   $   199,388   $   116,692     $    52,213

(1) August 1, 1994 (inception) through March 31, 1995.

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

(3) Per share amount was less than $0.005.

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.
</TABLE>


www.americancentury.com                  American Century Investments        25


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

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

Statement of Additional Information (SAI)

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


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


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

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


* On the Internet          www.sec.gov


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

Investment Company Act File No. 811-7820


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


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

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

9907
SH-PRS-16637
<PAGE>
                               AMERICAN CENTURY

                               Prospectus

                                                           Large Cap Value Fund
                                                                     Value Fund
                                                           Small Cap Value Fund
                                                             Equity Income Fund

                    JULY 30, 1999
                    ADVISOR CLASS

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

                   Distributed by
          Funds Distributor, Inc.


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





Dear Investor,

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

   Here's what you'll find:

   * The funds' primary investments and risks

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

   * Fund performance, including returns for each year, best and worst quarters,
   and average annual returns compared to the funds' benchmarks

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

   * Helpful tips and definitions of key investment terms


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


                                Sincerely,

                                /s/Mark Killen

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


[left margin]

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


                                American Century
                                   Investments

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




TABLE OF CONTENTS


An Overview of the Funds ....................................................  2
Fund Performance History ....................................................  3
Fees and Expenses ...........................................................  4
Information about the Funds .................................................  5
     Large Cap Value Fund ...................................................  5
     Value Fund .............................................................  5
     Small Cap Value Fund ...................................................  5
     Equity Income Fund .....................................................  7
Management ..................................................................  8
Investing with American Century ............................................. 12
Share Price and Distributions ............................................... 14
Taxes ....................................................................... 15
Multiple Class Information .................................................. 16
Financial Highlights ........................................................ 17
Performance Information of Other Class ...................................... 20


[left margin]

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

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


                                    American Century Investments


AN OVERVIEW OF THE FUNDS


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Large Cap Value, Value and Small Cap Value seek long-term capital growth. Income
is a secondary objective.


Equity  Income  seeks  current  income.  Capital  appreciation  is  a  secondary
objective.

WHAT ARE THE FUNDS' PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?


In  selecting  stocks for Large Cap Value,  Value and Small Cap Value,  the fund
managers  look for  companies  whose stock  price is less than they  believe the
company is worth in the  market.  They  attempt to  purchase  the stock of these
undervalued  companies  and hold them until their stock price has increased to a
level the  managers  believe  more  accurately  reflects  the fair  value of the
company.  For Equity Income, the fund managers look for stocks of companies with
a favorable dividend-paying history and, secondarily,  for potential increase in
share price.


The chart below shows the primary  differences  among the funds. A more detailed
description of the funds' investment strategies and risks begins on page 5.

Fund                  Primary Investments
- --------------------------------------------------------------------------------
Large Cap Value       Equity securities of larger companies
- --------------------------------------------------------------------------------
Value                 Equity securities of medium to large companies
- --------------------------------------------------------------------------------
Small Cap Value       Equity securities of smaller companies
- --------------------------------------------------------------------------------
Equity Income         Equity securities of companies with a favorable
                      dividend-paying history

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


If the market does not consider the individual  stocks purchased by the funds to
be undervalued,  or if the stocks  purchased by Equity Income do not continue or
increase  dividend  payments  or their stock  price  declines,  the value of the
funds'  shares may not increase as quickly as other funds and may decline,  even
if stock prices are generally rising.

The  smaller  companies  in which Small Cap Value  invests  may present  greater
opportunities  for  capital  appreciation  than larger  companies,  but also may
present greater risks.


WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

*  seeking long-term capital growth and income from your investment

*  comfortable with the risks associated with the funds' investment strategies

*  comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

*  investing for a short period of time

*  not seeking income from an equity investment

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

[left margin]

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


2        American Century Investments                             1-800-345-3533


FUND PERFORMANCE HISTORY

VALUE FUND
EQUITY INCOME FUND

Average Total Returns (1)

The following bar chart shows the performance of the funds' Advisor Class shares
for  each  full  calendar  year  in the  life of the  class.  It  indicates  the
volatility of the funds'  historical  returns from year to year. Large Cap Value
and Small Cap Value are not  included  because the Advisor  Class of those funds
does not yet have a full calendar year of performance.

[bar chart data below]

           Value      Equity Index
1997      25.73%
1998       4.55%      12.29%


(1) As of June 30, 1999, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Value, 13.19% and Equity Income, 7.89%.


The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:


                                Highest                Lowest
- --------------------------------------------------------------------------------
Value                           18.20% (2Q 1999)       -10.90% (3Q 1998)
- --------------------------------------------------------------------------------
Equity Income                   13.95% (4Q 1998)        -6.25% (3Q 1998)


Average Annual Returns


The following table shows the average annual total returns of the funds' Advisor
Class shares for the periods indicated. The S&P 500/BARRA Value Index and the S&
P 500 Index are unmanaged  indices that have no operating costs and are included
in the table for performance comparison.  The Lipper Equity Income Fund Index is
a  non-weighted  index of the 30 largest  equity income mutual funds.  Large Cap
Value and Small Cap Value are not  included  because the Advisor  Class of those
funds does not yet have a full calendar year of performance.


For the calendar year ended December 31, 1998  1 year       Life of Fund(1)
- --------------------------------------------------------------------------------
Value                                           4.55%       16.76%
S&P 500/BARRA Value Index                      14.68%       23.45%(2)
- --------------------------------------------------------------------------------
Equity Income                                  12.29%       19.94%
Lipper Equity Income Index                     11.78%       21.09%(3)
S&P 500 Index                                  28.68%       28.53%


(1) The inception dates for the Advisor Class of the funds are Value, October 2,
1996, and Equity Income, March 7, 1997.


(2) Benchmark from October 31, 1996.

(3) Benchmark from March 31, 1997.

Performance Information of Other Class


The  original  class  of  shares  of the  funds  was  the  Investor  Class.  For
information  about the  historical  performance of the original class of shares,
see page 20.


[left margin]

[graphic of pointing finger]
The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.


[graphic of pointing finger]
For  current  performance  information,  including  yields,  please  call  us at
1-800-345-3533.



www.americancentury.com                    American Century Investments       3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

<TABLE>
<CAPTION>

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

                     Management   Distribution and        Other       Total Annual Fund
                     Fee          Service (12b-1) Fees    Expenses    Operating Expenses
- ----------------------------------------------------------------------------------------
<S>                  <C>          <C>                     <C>          <C>
Large Cap Value      0.65%(1)     0.50%                   0.00%(2)     1.15%
- ----------------------------------------------------------------------------------------
Value                0.75%        0.50%                   0.00%(3)     1.25%
- ----------------------------------------------------------------------------------------
Small Cap Value      1.00%        0.50%                   0.00%(3)     1.50%
- ----------------------------------------------------------------------------------------
Equity Income        0.75%        0.50%                   0.00%(3)     1.25%
</TABLE>

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

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


(3)  Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.

EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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

                    1 year    3 years    5 years     10 years
- --------------------------------------------------------------
Large Cap Value     $117      $364       N/A         N/A
- --------------------------------------------------------------
Value               $127      $395       $683        $1,503
- --------------------------------------------------------------
Small Cap Value     $152      $472       N/A         N/A
- --------------------------------------------------------------
Equity Income       $127      $395       $683        $1,503


[left margin]

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


4        American Century Investments                             1-800-345-3533


INFORMATION ABOUT THE FUNDS


LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND


WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

The funds seek long-term capital growth. Income is a secondary objective.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?


The fund  managers use a value  investment  strategy  that looks  primarily  for
companies  whose stock  price is less than they  believe the company is worth in
the market.  They attempt to purchase the stock of these  undervalued  companies
and hold them until  their  stock price has  increased  to a level the  managers
believe more accurately reflects the fair value of the company.

Companies may be undervalued due to market declines,  poor economic  conditions,
actual or anticipated bad news regarding the issuer or its industry,  or because
they have been overlooked by the market.  To identify these companies,  the fund
managers look for companies with  earnings,  cash flows and/or assets may not be
reflected  accurately  in the stock  price or may be outside  of the  companies'
historical  range.  The fund  managers also look for  companies  whose  dividend
payments appear high when compared to the stock price.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  65% of the  funds'  assets
invested in U.S. equity  securities at all times. When the fund managers believe
that it is  prudent,  the funds  also may  invest a portion  of their  assets in
convertible securities,  foreign securities,  debt securities of companies, debt
obligations of governments and their agencies, non-leveraged stock index futures
contracts and other similar securities. Stock index futures contracts, a type of
derivative  security,  can help the  funds'  cash  assets  remain  liquid  while
performing  more like  stocks.  The funds have a policy  governing  stock  index
futures  which  prohibits  leverage  of the  funds'  assets  by  investing  in a
derivative  security.  For  example,  the  fund  managers  cannot  invest  in  a
derivative  security if it would be possible  for a fund to lose more money than
it invested. A complete description of the derivatives policy is included in the
Statement of Additional Information.


In the event of exceptional market or economic  conditions,  the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or short-term debt securities.  To the extent a fund assumes a defensive
position, it will not be pursuing its objective of capital growth.


Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.



www.americancentury.com                     American Century Investments       5


WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

* Large Cap Value  invests  primarily in larger  companies.  Under normal market
conditions,  the fund  will  have at least 65% of its  assets  invested  in U.S.
equity securities of issuers ranking generally among the 1,000 largest companies
in the United States as measured by their MARKET CAPITALIZATION.


* Value  invests  primarily in medium to large  companies.  Under normal  market
conditions,  the fund  will  have at least 65% of its  assets  invested  in U.S.
equity  securities  of issuers  that the fund  managers  believe to be medium to
large  companies as measured by their market  capitalization.  The fund managers
consider medium to large companies to include those with a market capitalization
larger than the largest company in the S&P SMALLCAP 600/BARRA VALUE INDEX.

* Small Cap Value invests  primarily in smaller  companies.  Under normal market
conditions,  the fund  will  have at least 65% of its  assets  invested  in U.S.
equity  securities  of  issuers  that the fund  managers  believe  to be smaller
companies as measured by their market capitalization. The fund managers consider
smaller  companies  to include  those with a market  capitalization  that is not
bigger  than that of the largest  company in the S&P  SmallCap  600/BARRA  Value
Index.


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

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


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

If the market does not consider the individual  stocks purchased by a fund to be
undervalued, the value of the fund's shares may not increase as quickly as other
funds and may decline, even if stock prices are generally rising.

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

Small Cap Value  invests  primarily in securities  of smaller  companies.  These
smaller companies may present greater  opportunities  for capital  appreciation,
but also may involve greater risks than larger companies.  Smaller companies may
have  limited  financial  resources,   product  lines  and  markets,  and  their
securities trade less frequently and in more limited amounts than the securities
of large companies. As a result, the value of the stocks issued by these smaller
companies may go up and down more than the stocks of larger issuers.  This price
volatility may be reflected in the share price of the fund.


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

[left margin]


The MARKET  CAPITALIZATION of a company is the number of its outstanding  shares
times the share price.

The S&P SMALLCAP  600/BARRA  VALUE INDEX is an unmanaged stock index that tracks
the performance of small companies that may be attractive to investors using the
value style of investing.  As of June 30, 1999, the largest company contained in
the index had a market capitalization of $2.3 billion,  while the median company
in the index had a market capitalization of $390 million.



6        American Century Investments                             1-800-345-3533



EQUITY INCOME FUND


WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

Equity  Income  seeks to  provide  current  income.  Capital  appreciation  is a
secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers look for stocks with a favorable  dividend-paying history that
have the prospects for dividend  payments to continue or increase.  Secondarily,
the fund  managers look for the  possibility  that the stock price may increase.
The fund seeks to receive  dividend  payments that provide the fund a yield that
exceeds the yield of the stocks comprising the S&P 500 Index.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  85% of the  fund's  assets
invested  in  income-paying  securities  and at least 65% of its  assets in U.S.
equity securities.  When the fund managers believe that it is prudent,  the fund
also may  invest a portion  of its  assets in  convertible  securities,  foreign
securities,  debt securities of companies,  debt  obligations of governments and
their agencies,  non-leveraged  stock index futures  contracts and other similar
securities.  Stock index futures contracts,  a type of derivative security,  can
help the fund's cash assets remain liquid while performing more like stocks. The
fund has a policy governing stock index futures which prohibits  leverage of the
fund's  assets by  investing  in a derivative  security.  For example,  the fund
managers cannot invest in a derivative  security if it would be possible for the
fund to lose  more  money  than  it  invested.  A  complete  description  of the
derivatives policy is included in the Statement of Additional Information.

In the event of exceptional  market or economic  conditions,  the fund may, as a
temporary  defensive measure,  invest all or a substantial portion of its assets
in cash or  short-term  debt  securities.  To the  extent  the  fund  assumes  a
defensive position, it will not be pursuing its objective of capital growth.

Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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

If the  individual  stocks  purchased  by the fund do not  continue  or increase
dividend payments,  or if their stock price does not increase,  the value of the
fund's  shares may not increase as quickly as other funds and may decline,  even
if stock prices are generally rising.

The  value of the  fund's  assets  invested  in  bonds  and  other  fixed-income
securities will go up and down as prevailing  interest rates change.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates decline.

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


www.americancentury.com                   American Century Investments        7


MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR

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

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


For the  services it provided to the funds  during the most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Advisor  Class shares of each fund.  The amount of the
management fee is calculated on a  class-by-class  basis daily and paid monthly.
Large Cap Value will pay the  advisor a unified  management  fee of 0.65% of the
first $1 billion of average net assets,  0.55% of the next $4 billion of average
net assets, and 0.45% of average net assets over $5 billion of the Advisor Class
of shares.

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


Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended March 31, 1999
- --------------------------------------------------------------------------------
Value                                                               0.75%
- --------------------------------------------------------------------------------
Small Cap Value                                                     1.00%
- --------------------------------------------------------------------------------
Equity Income                                                       0.75%


8        American Century Investments                             1-800-345-3533


THE FUND MANAGEMENT TEAMS


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


The portfolio managers on the investment teams are identified below:


Large Cap Value


MARK MALLON


Mr. Mallon, Chief Investment Officer--Value and Quantitative Equities and Senior
Vice President, has been a member of the team that manages Large Cap Value since
its  inception  in July 1999.  He joined  American  Century in April 1997.  From
August  1978  until he joined  American  Century,  he was  employed  in  several
positions by Federated  Investors  and served as President  and Chief  Executive
Officer of Federated  Investment  Counseling  and  Executive  Vice  President of
Federated  Research  Corporation  since  January 1990. He has a bachelor of arts
from Westminster College and an MBA from Cornell  University.  He is a Chartered
Financial Analyst.


CHARLES RITTER


Mr. Ritter, Vice President and Portfolio Manager,  has been a member of the team
that  manages  Large  Cap Value  since its  inception  in July  1999.  He joined
American Century in December 1998. Before joining American Century,  he spent 15
years with  Federated  Investors,  most recently  serving as Vice  President and
Portfolio  Manager.  He has a bachelor's degree in mathematics and a master's in
economics  from  Carnegie  Mellon  University.  He  also  has  an MBA  from  the
University of Chicago. He is a Chartered Financial Analyst.

Value

PHILLIP N. DAVIDSON

Mr.  Davidson,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Value since joining  American Century in September 1993. Prior
to joining American Century, he spent 11 years at Boatmen's Trust Company in St.
Louis  and  served as Vice  President  and  Portfolio  Manager  responsible  for
institutional value equity clients. He has a bachelor's degree in finance and an
MBA from Illinois State University.

SCOTT A. MOORE

Mr. Moore,  Portfolio Manager,  has been a member of the team that manages Value
since October 1996 and Portfolio Manager since February 1999. He joined American
Century in August 1993 as an Investment  Analyst.  He has a bachelor's degree in
finance  from  Southern  Illinois  University  and an MBA in  finance  from  the
University of Missouri- Columbia. He is a Chartered Financial Analyst.


[left margin]

[graphic of pointing finger]
CODE OF ETHICS

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


www.americancentury.com                   American Century Investments         9


Small Cap Value

R. TODD VINGERS

Mr. Vingers, Portfolio Manager, has been a member of the team that manages Small
Cap Value since its inception in July 1998. He joined American Century in August
1994 as an Investment Analyst. He has a bachelor's degree in business
administration from the University of St. Thomas and an MBA in finance and
accounting from the University of Chicago. He is a Chartered Financial Analyst.

BENJAMIN Z. GIELE


Mr. Giele,  Portfolio Manager,  has been a member of the team that manages Small
Cap Value since its inception in July 1998 and Portfolio  Manager since February
1999. He joined American  Century in May 1998 as an Investment  Analyst.  Before
joining American Century,  he served as an Investment Analyst at USAA Investment
Management  Company from June 1995 to May 1998 and as an  Investment  Analyst at
Texas  Commerce  Investment  Management  from July 1992 to June  1995.  He has a
bachelor of arts from Rice  University and an MBA in finance and accounting from
the University of Texas-Austin. He is a Chartered Financial Analyst.


Equity Income

PHILLIP N. DAVIDSON


Mr.  Davidson,  Vice President and Portfolio  Manager,  has been a member of the
team that manages  Equity  Income since its  inception in August 1994. He joined
American Century in September 1993. Prior to joining American Century,  he spent
11 years at Boatmen's  Trust  Company in St. Louis and served as Vice  President
and Portfolio Manager responsible for institutional value equity clients. He has
a bachelor's degree in finance and an MBA from Illinois State University.


SCOTT A. MOORE


Mr. Moore,  Portfolio Manager, has been a member of the team that manages Equity
Income since October 1996 and Portfolio  Manager since  February 1999. He joined
American  Century in August 1993 as an Investment  Analyst.  He has a bachelor's
degree in finance from Southern  Illinois  University and an MBA in finance from
the University of Missouri-Columbia. He is a Chartered Financial Analyst.



10        American Century Investments                           1-800-345-3533


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

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

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


www.americancentury.com                   American Century Investments        11



INVESTING WITH AMERICAN CENTURY


ELIGIBILITY FOR ADVISOR CLASS SHARES

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


INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies


*  fund choices


*  cutoff time for investments


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

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


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


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


[left margin]

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


 12       American Century Investments                           1-800-345-3533


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


www.americancentury.com                   American Century Investments     13


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

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

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

DISTRIBUTIONS


Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as CAPITAL GAINS realized on
the sale of investment securities.

The funds pay  distributions  of  substantially  all of their income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  They may make more frequent distributions if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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

[left margin]

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

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


14       American Century Investments                             1-800-345-3533


TAXES

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

Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions


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


<TABLE>

Type of Distribution         Tax Rate for 15% Bracket  Tax Rate for 28% Bracket or Above
- ----------------------------------------------------------------------------------------
<S>                          <C>                       <C>
Short-term capital gains     Ordinary income rate      Ordinary income rate
- ----------------------------------------------------------------------------------------
Long-term capital gains      10%                       20%
</TABLE>

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


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

Taxes on Transactions


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

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


[left margin]


[graphic of pointing finger]
BUYING A DIVIDEND

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

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

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



www.americancentury.com                   American Century Investments    15


MULTIPLE CLASS INFORMATION


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

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


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

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

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


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



16        American Century Investments                           1-800-345-3533


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison to changes over the last five fiscal years or less, if
the share class is not five years old.


On a per-share basis, the tables include as appropriate


*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period


The tables also include some key statistics for the period as appropriate


*  TOTAL RETURN --the  overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets


*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the fiscal  year ended March 31,  1999,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.



 www.americancentury.com                   American Century Investments    17


<TABLE>
<CAPTION>

VALUE FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

                                                              1999         1998           1997(1)

<S>                                                     <C>          <C>            <C>
Net Asset Value, Beginning of Period .................. $     7.73   $     6.58     $     6.71
                                                        ----------   ----------     ----------
Income From Investment Operations
  Net Investment Income(2) ............................       0.06         0.08           0.05
 Net Realized and Unrealized Gain (Loss) on
 Investment Transactions ..............................      (0.80)        2.35           0.48
                                                        ----------   ----------     ----------
   Total From Investment Operations ...................      (0.74)        2.43           0.53
                                                        ----------   ----------     ----------
Distributions
  From Net Investment Income ..........................      (0.07)       (0.08)         (0.05)
  In Excess of Net Investment Income ..................       --           --            --(3)
  From Net Realized Gains on Investment Transactions ..      (1.15)       (1.20)         (0.61)
                                                        ----------   ----------     ----------
  Total Distributions .................................      (1.22)       (1.28)         (0.66)
                                                        ----------   ----------     ----------
Net Asset Value, End of Period ........................ $     5.77   $     7.73     $     6.58
                                                        ==========   ==========     ==========
  Total Return(4) .....................................     (10.09)%      39.60%          8.07%

Ratios/Supplemental Data
                                                              1999         1998           1997(1)

Ratio of Operating Expenses to Average Net Assets .....       1.25%        1.25%          1.25%(5)
Ratio of Net Investment Income to Average Net Assets ..       0.94%        1.13%          1.50%(5)
Portfolio Turnover Rate ...............................        130%         130%           111%
Net Assets, End of Period (in thousands) .............. $   54,277   $   56,118     $   29,250

(1)  October 2, 1996 (commencement of sale) through March 31, 1997.

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

(3) Per share amount was less than $0.005.

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.


18        American Century Investments                            1-800-345-3533


EQUITY INCOME FUND

Advisor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data
                                                                               1999         1998           1997(1)

Net Asset Value, Beginning of Period ................................... $     7.16   $     6.31     $     6.57
                                                                         ----------   ----------     ----------
Income From Investment Operations
  Net Investment Income(2) .............................................       0.21         0.23           0.02
  Net Realized and Unrealized Gain (Loss) on Investment Transactions ...      (0.24)        2.00          (0.21)
                                                                         ----------   ----------     ----------
  Total From Investment Operations .....................................      (0.03)        2.23          (0.19)
                                                                         ----------   ----------     ----------
Distributions
  From Net Investment Income ...........................................      (0.22)       (0.22)         (0.07)
  In Excess of Net Investment Income ...................................       --           --            --(3)
  From Net Realized Gains on Investment Transactions ...................      (0.96)       (1.16)          --
                                                                         ----------   ----------     ----------
  Total Distributions ..................................................      (1.18)       (1.38)         (0.07)
                                                                         ----------   ----------     ----------
Net Asset Value, End of Period ......................................... $     5.95   $     7.16     $     6.31
                                                                         ==========   ==========     ==========
  Total Return(4) ......................................................      (0.75)%      37.71%         (2.89)%

Ratios/Supplemental Data
                                                                               1999         1998           1997(1)

Ratio of Operating Expenses to Average Net Assets ......................       1.25%        1.25%          1.25%(5)
Ratio of Net Investment Income to Average Net Assets ...................       3.06%        3.27%          1.64%(5)
Portfolio Turnover Rate ................................................        180%         158%           159%
Net Assets, End of Period (in thousands) ............................... $   12,251   $      731     $       18

(1)  March 7, 1997 (commencement of sale) through March 31, 1997.

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

(3) Per share amount was less than $0.005.

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.
</TABLE>


 www.americancentury.com                     American Century Investments    19


PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
had existed during the periods presented,  its performance would have been lower
because of the additional expense.

The tables on the next pages  itemize what  contributed  to the changes in share
price during the period.

On a per-share basis, the tables include as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The tables also include some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their Independent Auditors' Reports are included in the funds' annual
reports for the fiscal  year ended March 31,  1999,  which are  incorporated  by
reference into the Statement of Additional  Information,  and are available upon
request.


 20       American Century Investments                           1-800-345-3533


<TABLE>
<CAPTION>
VALUE FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
                                                                1999            1998            1997            1996           1995

<S>                                                    <C>             <C>             <C>             <C>            <C>
Net Asset Value, Beginning of Year ....................$        7.73   $        6.58   $        6.32   $        5.46  $        4.98
                                                       -------------   -------------   -------------   -------------  -------------
Income From Investment Operations
  Net Investment Income(1) ............................         0.08            0.10            0.12            0.13           0.12
 Net Realized and Unrealized Gain (Loss)
    on Investment Transactions ........................        (0.80)           2.35            0.87            1.34           0.75
                                                       -------------   -------------   -------------   -------------  -------------
  Total From Investment Operations ....................        (0.72)           2.45            0.99            1.47           0.87
                                                       -------------   -------------   -------------   -------------  -------------
Distributions
  From Net Investment Income ..........................        (0.09)          (0.10)          (0.12)          (0.12)         (0.12)
  In Excess of Net Investment Income ..................         --              --             --(2)           (0.01)          --
  From Net Realized Gains on Investment Transactions ..        (1.15)          (1.20)          (0.61)          (0.48)         (0.27)
                                                       -------------   -------------   -------------   -------------  -------------
  Total Distributions .................................        (1.24)          (1.30)          (0.73)          (0.61)         (0.39)
                                                       -------------   -------------   -------------   -------------  -------------
Net Asset Value, End of Year ..........................$        5.77   $        7.73   $        6.58   $        6.32  $        5.46
                                                       =============   =============   =============   =============  =============
  Total Return(3) .....................................        (9.88)%         39.94%          15.92%          28.06%         18.56%

Ratios/Supplemental Data
                                                                1999            1998            1997            1996           1995

Ratio of Operating Expenses to Average Net Assets .....         1.00%           1.00%           1.00%           0.97%          1.00%
Ratio of Net Investment Income to Average Net Assets ..         1.19%           1.38%           1.86%           2.17%          2.65%
Portfolio Turnover Rate ...............................          130%            130%            111%            145%            94%
Net Assets, End of Year (in thousands) ................$   1,719,367   $   2,713,562   $   1,743,582   $     881,885  $     348,281

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

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions, if any.


www.americancentury.com                       American Century Investments    21


SMALL CAP VALUE FUND

Investor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                       1999(1)

Net Asset Value, Beginning of Period ........................... $     5.00
                                                                 ----------
Income From Investment Operations
  Net Investment Income(2) .....................................       0.03
  Net Realized and Unrealized Loss on Investment Transactions ..      (0.24)
                                                                 ----------
  Total From Investment Operations .............................      (0.21)
                                                                 ----------
Distributions
  From Net Investment Income ...................................      (0.02)
  From Net Realized Gains on Investment Transactions ...........      (0.02)
  In Excess of Net Realized Gains ..............................      (0.02)
                                                                 ----------
  Total Distributions ..........................................      (0.06)
                                                                 ----------
Net Asset Value, End of Period ................................. $     4.73
                                                                 ==========
  Total Return(3) ..............................................      (4.24)%

Ratios/Supplemental Data
                                                                       1999(1)

Ratio of Operating Expenses to Average Net Assets ..............       1.25%(4)
Ratio of Net Investment Income to Average Net Assets ...........       1.02%(4)
Portfolio Turnover Rate ........................................        153%
Net Assets, End of Period (in thousands) ....................... $   11,410

(1)  July 31, 1998 (inception of fund and class) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(4) Annualized.


22     American Century Investments           1-800-345-3533


EQUITY INCOME FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data
                                                               1999          1998          1997          1996            1995(1)

Net Asset Value, Beginning of Period .................. $      7.15   $      6.31   $      6.10   $      5.42     $      5.00
                                                        -----------   -----------   -----------   -----------     -----------
Income From Investment Operations
  Net Investment Income(2) ............................        0.22          0.25          0.22          0.20            0.09
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions .............................       (0.23)         1.99          0.75          1.13            0.44
                                                        -----------   -----------   -----------   -----------     -----------
  Total From Investment Operations ....................       (0.01)         2.24          0.97          1.33            0.53
                                                        -----------   -----------   -----------   -----------     -----------
Distributions
  From Net Investment Income ..........................       (0.23)        (0.24)        (0.21)        (0.19)          (0.09)
  In Excess of Net Investment Income ..................        --            --           --(3)         (0.01)           --
  From Net Realized Gains on Investment Transactions ..       (0.96)        (1.16)        (0.55)        (0.45)          (0.02)
                                                        -----------   -----------   -----------   -----------     -----------
  Total Distributions .................................       (1.19)        (1.40)        (0.76)        (0.65)          (0.11)
                                                        -----------   -----------   -----------   -----------     -----------
Net Asset Value, End of Period ........................ $      5.95   $      7.15   $      6.31   $      6.10     $      5.42
                                                        ===========   ===========   ===========   ===========     ===========
  Total Return(4) .....................................       (0.44)%       37.78%        16.24%        25.67%          10.69%

Ratios/Supplemental Data
                                                               1999          1998          1997          1996            1995(1)

Ratio of Operating Expenses to Average Net Assets .....        1.00%         1.00%         1.00%         0.98%           1.00%(5)
Ratio of Net Investment Income to Average Net Assets ..        3.31%         3.52%         3.46%         3.51%           4.04%(5)
Portfolio Turnover Rate ...............................         180%          158%          159%          170%             45%
Net Assets, End of Period (in thousands) .............. $   296,585   $   355,962   $   199,388   $   116,692     $    52,213

(1) August 1, 1994 (inception) through March 31, 1995.

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

(3) Per share amount was less than $0.005.

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.
</TABLE>


www.americancentury.com                        American Century Investments  23



NOTES



24        American Century Investments                           1-800-345-3533



NOTES



www.americancentury.com                   American Century Investments      25


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

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

Statement of Additional Information (SAI)

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



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


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

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


* On the Internet          www.sec.gov


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

Investment Company Act File No. 811-7820

                            [american century logo]
                                    American
                                    Century

                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419385
                        Kansas City, Missouri 64141-6385
                         1-800-345-3533 or 816-531-5575


9907
SH-PRS-16636
<PAGE>
[front cover]

                                AMERICAN CENTURY

                                   Prospectus

                                                               Equity Index Fund

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

[left margin]

                                                                   July 30, 1999
                                                                  INVESTOR CLASS

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

                                         Distributed by  Funds Distributor, Inc.



Dear Investor,


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


   Here's what you'll find:


   * The fund's primary investments and risks

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


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

   * Helpful tips and definitions of key investment terms

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

                                 Sincerely,


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


[left margin]

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


American Century
Investments

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




TABLE OF CONTENTS


An Overview of the Funds ..................................................   2
Fees and Expenses .........................................................   3
Information about the Funds ...............................................   4
Management ................................................................   6
Investing with American Century ...........................................   8
Share Price and Distributions .............................................  12
Taxes .....................................................................  13
Multiple Class Information ................................................  14
Financial Highlights ......................................................  15


[left margin]

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

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


                                                    American Century Investments


AN OVERVIEW OF THE FUNDS


WHAT IS THE FUND'S INVESTMENT OBJECTIVE?


Equity Index seeks long-term capital growth.

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


The fund seeks to match, as closely as possible, the investment  characteristics
and  results of the S&P 500  Composite  Price  Index (S&P 500  Index).  The fund
managers  buy and  sell  stocks  and  other  securities  in  order  to  build an
investment  portfolio that seeks to match the investment  characteristics of the
S&P 500 Index. To build this portfolio,  the fund managers will invest primarily
in the stocks contained in the S&P 500 Index in order of their weightings in the
index,  beginning with the stocks that make up the largest portion of the index.
A more detailed description of the fund's investment strategies and risks begins
on page 4.


The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


The fund's ability to match the performance of the S&P 500 Index may be affected
by many  factors.  The fund  managers  will use cash  flows  from  purchase  and
redemption activity to maintain,  to the extent feasible,  the similarity of the
fund's portfolio to the investment characteristics of the S&P 500 Index. Because
of the  composition of the S&P 500 Index,  it is possible that a relatively high
percentage  of the  fund's  assets  may be  invested  in  companies  in the same
industry or  economic  sector.  As a result,  the fund may be subject to greater
risks and  market  fluctuations  than  funds  investing  in a  broader  range of
industries.


WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

*  seeking long-term capital growth from your investment

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

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*  investing for a short period of time

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

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


PERFORMANCE HISTORY

Because Equity Index is a new fund, a full calendar year of performance  history
is not available as of the date of this prospectus.


[left margin]


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

[graphic of pointing index finger]
For current performance  information,  please call us at 1-800-345-2021 or visit
American Century's Web site at www.americancentury.com.



2   American Century Investments                             1-800-345-2021


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

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


               Management  Distribution and       Other      Total Annual Fund
               Fee         Service (12b-1) Fees   Expenses   Operating Expenses
- -------------------------------------------------------------------------------
Equity Index   0.49%       None                   0.00%(1)   0.49%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.


EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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


                                        1 year         3 years
- -----------------------------------------------------------------------------
Equity Index                            $50            $157



[left margin]

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


www.americancentury.com                    American Century Investments   3


INFORMATION ABOUT THE FUND


EQUITY INDEX FUND


WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

Equity Index seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

Equity  Index  seeks  to  match,   as  closely  as  possible,   the   investment
characteristics and results of the S&P 500 Index. The fund managers buy and sell
stocks and other securities in order to build an investment portfolio that seeks
to match the investment characteristics of the S&P 500 Index.


To build this investment  portfolio,  the fund managers will invest primarily in
the stocks  contained in the S&P 500 Index in order of their  weightings  in the
index,  beginning with the stocks that make up the largest portion of the index.
The fund attempts to be fully  invested at all times in the stocks that comprise
the S&P 500 Index and, in any event,  will keep at least 80% of the fund's total
assets invested this way.


The S&P 500 Index is an unmanaged  index composed of 500 selected common stocks,
most of which are listed on the New York Stock  Exchange.  Standard & Poor's,  a
division of The McGraw-Hill  Companies,  Inc., chooses the stocks to be included
in the S&P 500 Index. The weightings of stocks in the S&P 500 Index are based on
each stock's total MARKET CAPITALIZATION  relative to the other stocks contained
in the index.  Because of this  weighting,  the fund expects that the 50 largest
companies will comprise a large proportion of the S&P 500 Index.


When the fund managers believe that it is prudent, the fund may invest a portion
of its assets in  convertible  securities,  debt  securities of companies,  debt
obligations of governments and their agencies, non-leveraged stock index futures
contracts and other similar securities. Stock index futures contracts, a type of
derivative  security,  can help the  fund's  cash  assets  remain  liquid  while
performing more like stocks. The fund has a policy governing stock index futures
which  prohibits  leverage of the fund's  assets by  investing  in a  derivative
security.  For example, the fund managers cannot invest in a derivative security
if it would be  possible  for the fund to lose more  money than it  invested.  A
complete  description of the derivatives  policy is included in the Statement of
Additional Information.


"Standard & Poor's(reg.tm),"  "S&P 500(reg.tm)" and "S&P(reg.tm)" are trademarks
of The McGraw-Hill  Companies,  Inc., and have been licensed for use by American
Century.  The fund is not  sponsored,  endorsed,  sold or promoted by Standard &
Poor's and Standard & Poor's makes no representation  regarding the advisability
of investing in the fund. Inclusion of a security in the S&P 500 Index in no way
implies  an  opinion  by  Standard  &  Poor's  as to  its  attractiveness  as an
investment.

Additional  information about the fund's  investments is available in its annual
report.  In this report you will find a discussion of the market  conditions and
investment strategies that significantly  affected the fund's performance during
the most recent fiscal period. You may get this report at no cost by calling us

[left margin]


[graphic of pointing index finger]
The MARKET  CAPITALIZATION of a company is the number of its outstanding  shares
times the share price.



4   American Century Investments                             1-800-345-2021


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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

The fund managers'  ability to match the performance of the S&P 500 Index may be
affected by many factors,  such as changes in securities markets,  the manner in
which  the  return of the S&P 500 Index is  calculated,  the size of the  fund's
portfolio,  the amount of cash held in the fund's portfolio,  and the amount and
timing of shareholder purchases and redemptions. The fund managers will use cash
flows from  shareholder  purchase and  redemption  activity to maintain,  to the
extent  feasible,  the similarity of its portfolio to the securities  comprising
the S&P 500 Index.


It is intended that Equity Index will be  diversified to the extent that the S&P
500 Index is diversified. Because of the composition of the S&P 500 Index, it is
possible that a relatively  high percentage of the fund's assets may be invested
in the  securities of a limited  number of issuers,  some of which may be in the
same industry or economic sector. As a result,  the fund's portfolio may be more
sensitive  to changes in the market  value of a single  issuer or industry  than
other equity funds using different investment styles.

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



www.americancentury.com                    American Century Investments   5


MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR

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


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


The  advisor  has, in turn,  hired  Barclays  Global  Fund  Advisors to make the
day-to-day  investment  decisions  for the fund.  Barclays  Global Fund Advisors
performs this function  under the  supervision  of American  Century  Investment
Management, Inc. and the fund's Board of Directors.


For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.49% of the average net assets of
the  Investor  Class  shares of the fund.  The amount of the  management  fee is
calculated on a class-by-class basis daily and paid monthly.

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


[left margin]

[graphic of pointing index finger]
CODE OF ETHICS


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



6    American Century Investments                             1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

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

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


www.americancentury.com                   American Century Investments   7


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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


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

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

Automated Information Line
1-800-345-8765

[graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES


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

MAKE ADDITIONAL INVESTMENTS

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


SELL SHARES

Call an Investor Relations Representative.

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

Fax
816-340-7962

[graphic of envelope]

OPEN AN ACCOUNT


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


EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES


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


- --------------------------------------------------------------------------------
ONLINE
www.americancentury.com

[graphic of a computer]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.


8   American Century Investments                             1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

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

YOUR GUIDE TO SERVICES AND POLICIES

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


- --------------------------------------------------------------------------------
BY WIRE


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

[graphic of wire machine]

OPEN AN ACCOUNT


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

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


MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES


Not available.


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

[graphic of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES


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


MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

- --------------------------------------------------------------------------------
IN PERSON

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


4500 Main St.
Kansas City, Missouri
8 a.m. to 5 p.m., Monday - Friday


1665 Charleston Road
Mountain View, California
8:30 a.m. to 5 p.m., Monday - Friday

4917 Town Center Drive
Leawood, Kansas
8 a.m. to 6 p.m., Monday - Friday
8 a.m. to noon, Saturday

9445 East County Line Road, Suite A
Englewood, Colorado
8 a.m. to 6 p.m., Monday - Friday
8 a.m. to noon, Saturday


www.americancentury.com                   American Century Investments   9


MINIMUM INITIAL INVESTMENT AMOUNTS


To open an account, the minimum investments are:
- --------------------------------------------------------------------------
Individual or Joint                                   $10,000
- --------------------------------------------------------------------------
Traditional IRA                                       $10,000
- --------------------------------------------------------------------------
Roth IRA                                              $10,000
- --------------------------------------------------------------------------
Education IRA                                         N/A
- --------------------------------------------------------------------------
UGMA/UTMA                                             $10,000
- --------------------------------------------------------------------------
403(b)                                                No minimum
- --------------------------------------------------------------------------
Qualified Retirement Plans                            $10,000(1)


(1) The  minimum  investment  requirements  may be  different  for some types of
retirement accounts.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS


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


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


10  American Century Investments                             1-800-345-2021



INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

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

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


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

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


[left margin]

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


www.americancentury.com                   American Century Investments   11


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

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

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

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment securities.


The fund  pays  distributions  of  substantially  all of its  income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  It may make more frequent  distributions  if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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

[left margin]

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

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


12    American Century Investments                             1-800-345-2021


TAXES


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


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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


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

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


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

Taxes on Transactions


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

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


[left margin]

[graphic of pointing index finger]
BUYING A DIVIDEND

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

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

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


www.americancentury.com                   American Century Investments   13


MULTIPLE CLASS INFORMATION

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

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

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


14   American Century Investments                             1-800-345-2021


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price during the period.

On a per-share basis, the table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate


*  TOTAL RETURN -- the overall percentage of return of the fund, assuming the
   reinvestment of all distributions


*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME RATIO -- net investment income as a percentage of average net
   assets

*  PORTFOLIO TURNOVER -- the percentage of the fund's buying and selling
   activity


The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  period ended March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.



www.americancentury.com                   American Century Investments   15



EQUITY INDEX FUND

Investor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                         1999(1)
- -------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ................................   $5.00
                                                                      ---------
Income From Investment Operations
  Net Investment Income(2) ..........................................    0.01
  Net Realized and Unrealized Gain on Investment Transactions .......    0.19
                                                                      ---------
  Total From Investment Operations ..................................    0.20
                                                                      ---------
Net Asset Value, End of Period ......................................   $5.20
                                                                      =========
  Total Return(3) ...................................................   4.00%

Ratios/Supplemental Data
                                                                         1999(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets ...................  0.49%(4)

Ratio of Net Investment Income to Average Net Assets ................  1.13%(4)

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

Net Assets, End of Period (in thousands) ............................   $17,010

(1) February 26, 1999 (inception) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  return  for  periods  less than one year are not
annualized.

(4) Annualized.



16     American Century Investments                             1-800-345-2021



NOTES


www.americancentury.com                   American Century Investments  17


[back cover]


MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS


Annual and Semiannual Reports


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


Statement of Additional Information (SAI)


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


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


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

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

* On the Internet          www.sec.gov

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

Investment Company Act File No. 811-7820

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

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

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

9907
SH-PRS-16854
<PAGE>
[front cover]

                                AMERICAN CENTURY

                                   Prospectus

                                                               Equity Index Fund

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

[left margin]

                                                                   July 30, 1999
                                                             INSTITUTIONAL CLASS

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

                                         Distributed by  Funds Distributor, Inc.



Dear Investor,


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


   Here's what you'll find:


   * The fund's primary investments and risks

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


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

   * Helpful tips and definitions of key investment terms


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


                                Sincerely,

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

[left margin]

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


                                American Century
                                   Investments

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


TABLE OF CONTENTS


An Overview of the Fund ..................................................    2
Fees and Expenses .........................................................   3
Information about the Fund ...............................................    4
Management ................................................................   6
Investing with American Century ...........................................   8
Share Price and Distributions .............................................  11
Taxes .....................................................................  12
Multiple Class Information ................................................  13
Financial Highlights ......................................................  14


[left margin]

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

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


                                                    American Century Investments


AN OVERVIEW OF THE FUNDS


WHAT IS THE FUND'S INVESTMENT OBJECTIVE?


Equity Index seeks long-term capital growth.

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


The fund seeks to match, as closely as possible, the investment  characteristics
and  results of the S&P 500  Composite  Price  Index (S&P 500  Index).  The fund
managers  buy and  sell  stocks  and  other  securities  in  order  to  build an
investment  portfolio that seeks to match the investment  characteristics of the
S&P 500 Index. To build this portfolio,  the fund managers will invest primarily
in the stocks contained in the S&P 500 Index in order of their weightings in the
index,  beginning with the stocks that make up the largest portion of the index.
A more detailed description of the fund's investment strategies and risks begins
on page 4.


The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


The fund's ability to match the performance of the S&P 500 Index may be affected
by many  factors.  The fund  managers  will use cash  flows  from  purchase  and
redemption activity to maintain,  to the extent feasible,  the similarity of the
fund's portfolio to the investment characteristics of the S&P 500 Index. Because
of the  composition of the S&P 500 Index,  it is possible that a relatively high
percentage  of the  fund's  assets  may be  invested  in  companies  in the same
industry or  economic  sector.  As a result,  the fund may be subject to greater
risks and  market  fluctuations  than  funds  investing  in a  broader  range of
industries.


WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

*  seeking long-term capital growth from your investment

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

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

*  investing for a short period of time

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

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


PERFORMANCE HISTORY

Because Equity Index is a new fund, a full calendar year of performance  history
is not available as of the date of this prospectus.


[left margin]


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

[graphic of pointing index finger]
For current performance  information,  please call us at 1-800-345-2021 or visit
American Century's Web site at www.americancentury.com.



2   American Century Investments                             1-800-345-3533


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

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


               Management  Distribution and       Other      Total Annual Fund
               Fee         Service (12b-1) Fees   Expenses   Operating Expenses
- -------------------------------------------------------------------------------
Equity Index   0.29%       None                   0.00%(1)   0.29%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.


EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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


                                               1 year         3 years
- --------------------------------------------------------------------------------
Equity Index                                   $30            $93

[left margin]


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



www.americancentury.com                    American Century Investments   3


INFORMATION ABOUT THE FUND


EQUITY INDEX FUND


WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

Equity Index seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

Equity  Index  seeks  to  match,   as  closely  as  possible,   the   investment
characteristics and results of the S&P 500 Index. The fund managers buy and sell
stocks and other securities in order to build an investment portfolio that seeks
to match the investment characteristics of the S&P 500 Index.


To build this investment  portfolio,  the fund managers will invest primarily in
the stocks  contained in the S&P 500 Index in order of their  weightings  in the
index,  beginning with the stocks that make up the largest portion of the index.
The fund attempts to be fully  invested at all times in the stocks that comprise
the S&P 500 Index and, in any event,  will keep at least 80% of the fund's total
assets invested this way.


The S&P 500 Index is an unmanaged  index composed of 500 selected common stocks,
most of which are listed on the New York Stock  Exchange.  Standard & Poor's,  a
division of The McGraw-Hill  Companies,  Inc., chooses the stocks to be included
in the S&P 500 Index. The weightings of stocks in the S&P 500 Index are based on
each stock's total MARKET CAPITALIZATION  relative to the other stocks contained
in the index.  Because of this  weighting,  the fund expects that the 50 largest
companies will comprise a large proportion of the S&P 500 Index.


When the fund managers believe that it is prudent, the fund may invest a portion
of its assets in  convertible  securities,  debt  securities of companies,  debt
obligations of governments and their agencies, non-leveraged stock index futures
contracts and other similar securities. Stock index futures contracts, a type of
derivative  security,  can help the  fund's  cash  assets  remain  liquid  while
performing more like stocks. The fund has a policy governing stock index futures
which  prohibits  leverage of the fund's  assets by  investing  in a  derivative
security.  For example, the fund managers cannot invest in a derivative security
if it would be  possible  for the fund to lose more  money than it  invested.  A
complete  description of the derivatives  policy is included in the Statement of
Additional Information.


"Standard & Poor's(reg.tm),"  "S&P 500(reg.tm)" and "S&P(reg.tm)" are trademarks
of The McGraw-Hill  Companies,  Inc., and have been licensed for use by American
Century.  The fund is not  sponsored,  endorsed,  sold or promoted by Standard &
Poor's and Standard & Poor's makes no representation  regarding the advisability
of investing in the fund. Inclusion of a security in the S&P 500 Index in no way
implies  an  opinion  by  Standard  &  Poor's  as to  its  attractiveness  as an
investment.

Additional  information about the fund's  investments is available in its annual
report.  In this report you will find a discussion of the market  conditions and
investment strategies that significantly  affected the fund's performance during
the most recent fiscal period. You may get this report at no cost by calling us.

[left margin]


The MARKET  CAPITALIZATION of a company is the number of its outstanding  shares
times the share price.



4     American Century Investments                             1-800-345-3533


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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

The fund managers'  ability to match the performance of the S&P 500 Index may be
affected by many factors,  such as changes in securities markets,  the manner in
which  the  return of the S&P 500 Index is  calculated,  the size of the  fund's
portfolio,  the amount of cash held in the fund's portfolio,  and the amount and
timing of shareholder purchases and redemptions. The fund managers will use cash
flows from  shareholder  purchase and  redemption  activity to maintain,  to the
extent  feasible,  the similarity of its portfolio to the securities  comprising
the S&P 500 Index.


It is intended that Equity Index will be  diversified to the extent that the S&P
500 Index is diversified. Because of the composition of the S&P 500 Index, it is
possible that a relatively  high percentage of the fund's assets may be invested
in the  securities of a limited  number of issuers,  some of which may be in the
same industry or economic sector. As a result,  the fund's portfolio may be more
sensitive  to changes in the market  value of a single  issuer or industry  than
other equity funds using different investment styles.


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



www.americancentury.com                    American Century Investments   5


MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

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

THE INVESTMENT ADVISOR

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


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


The  advisor  has, in turn,  hired  Barclays  Global  Fund  Advisors to make the
day-to-day  investment  decisions  for the fund.  Barclays  Global Fund Advisors
performs this function  under the  supervision  of American  Century  Investment
Management, Inc. and the fund's Board of Directors.


For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.29% of the average net assets of
the Institutional  Class shares of the fund. The amount of the management fee is
calculated on a class-by-class basis daily and paid monthly.

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


[left margin]

[graphic of pointing index finger]

CODE OF ETHICS


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



6   American Century Investments                             1-800-345-3533


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

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

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


www.americancentury.com                   American Century Investments   7



INVESTING WITH AMERICAN CENTURY


ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

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

MINIMUM INITIAL INVESTMENT AMOUNTS

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


REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS


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

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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


8     American Century Investments                             1-800-345-3533



WAYS TO MANAGE YOUR ACCOUNT
- --------------------------------------------------------------------------------
BY TELEPHONE
Service Representative
1-800-345-3533


[graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX

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

Fax
816-340-4655

OPEN AN ACCOUNT


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


EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

- --------------------------------------------------------------------------------
BY WIRE


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


[graphic of a wire machine]

OPEN AN ACCOUNT


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

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


MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

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

[graphic of arrows in a circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES


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


MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES


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



www.americancentury.com                   American Century Investments   9


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

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


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

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

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


[left margin]

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


10    American Century Investments                             1-800-345-3533


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

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

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

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  cutoff  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.

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment securities.


The fund  pays  distributions  of  substantially  all of its  income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  It may make more frequent  distributions  if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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

[left margin]

[graphic of pointing index finger]
The NET ASSET VALUE of a fund is the price of the fund's shares.

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


www.americancentury.com                   American Century Investments   11


TAXES


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


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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


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

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


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

Taxes on Transactions


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

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


[left margin]

[graphic of pointing index finger]
BUYING A DIVIDEND

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

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

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


12   American Century Investments                             1-800-345-3533


MULTIPLE CLASS INFORMATION

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


The Investor Class,  which has no up-front or deferred  charges,  commissions or
12b-1 fees, is offered  primarily to retail  investors.  The Investor  Class has
different  fees,  expenses  and/or  minimum  investment  requirements  than  the
Institutional  Class.  The difference in the fee structures among the classes is
the result of their  separate  arrangements  for  shareholder  and  distribution
services and not the result of any difference in amounts  charged by the advisor
for core investment advisory services. Accordingly, the core investment advisory
expenses  do not  vary  by  class.  Different  fees  and  expenses  will  affect
performance. For additional information concerning the other class of shares not
offered  by  this  Prospectus,  call us at  1-800-345-2021  or  contact  a sales
representative or financial intermediary who offers that class of shares.


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


www.americancentury.com                   American Century Investments   13


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price during the period.

On a per-share basis, the table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME RATIO -- net investment income as a percentage of average net
   assets

*  PORTFOLIO TURNOVER -- the percentage of the fund's buying and selling
   activity


The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  period ended March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.



14   American Century Investments                              1-800-345-3533



EQUITY INDEX FUND

Institutional Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data
                                                                         1999(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period ..............................     $5.00
                                                                      ----------
Income From Investment Operations
  Net Investment Income(2) ........................................      0.01
  Net Realized and Unrealized Gain on Investment Transactions .....      0.19
                                                                      ----------
  Total From Investment Operations ................................      0.20
                                                                      ----------
Net Asset Value, End of Period ....................................     $5.20
                                                                      ==========
  Total Return(3) .................................................     4.00%

Ratios/Supplemental Data
                                                                         1999(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets .................  0.29%(4)

Ratio of Net Investment Income to Average Net Assets ..............  1.33%(4)

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

Net Assets, End of Period (in thousands) ..........................   $264,58

(1) February 26, 1999 (inception) through March 31, 1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  return  for  periods  less than one year are not
annualized.

(4) Annualized.



www.americancentury.com                   American Century Investments   15


NOTES


16   American Century Investments                             1-800-345-3533


NOTES


www.americancentury.com                   American Century Investments   17


[back cover]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports


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


Statement of Additional Information (SAI)

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



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

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


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


* On the Internet          www.sec.gov


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

Investment Company Act File No. 811-7820

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

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

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

9907
SH-PRS-16855
<PAGE>
AMERICAN CENTURY

Prospectus

                               Real Estate Fund

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

                                                                   July 30, 1999
                                                                  INVESTOR CLASS

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

                                                                  Distributed by
                                                         Funds Distributor, Inc.


[inside front cover]


Dear Investor,

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

   Here's what you'll find:

   * The fund's primary investments and risks

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

   * Fund performance, including returns for each year, best and worst quarters,
   and average annual returns compared to the fund's benchmark

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

   * Helpful tips and definitions of key investment terms

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


                                Sincerely,

                                /s/Mark Killen

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

[left margin]

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

                                American Century
                                   Investments

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




TABLE OF CONTENTS


An Overview of the Fund ...................................................    2
Fund Performance History ..................................................    3
Fees and Expenses .........................................................    4
Information about the Fund ................................................    5
Management ................................................................    7
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   14
Taxes .....................................................................   15
Multiple Class Information ................................................   17
Financial Highlights ......................................................   18


[left margin]

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

[graphic of finger pointing]

This symbol highlights special information and helpful tips.


                          American Century Investments


AN OVERVIEW OF THE FUND


WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Real Estate Fund seeks long-term capital appreciation. Income is a secondary
objective.


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

The fund invests primarily in real estate  securities.  These securities include
shares of real estate  investment  trusts  (REITs) and companies  engaged in the
real estate  industry.  The fund managers look for real estate  securities  they
believe will provide  superior  returns to the fund,  focusing on companies with
the potential for stock price  appreciation,  plus strong growth of cash flow to
investors.  A more detailed description of the fund's investment  strategies and
risks begins on page 5.

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


An  investment  in the fund may be subject to many of the same risks as a direct
investment in real estate.  These risks include changes in economic  conditions,
interest  rates,  property  values,  property tax  increases,  overbuilding  and
increased   competition,   environmental   contamination,   zoning  and  natural
disasters.  This is due to the fact that the value of the fund's investments may
be affected by the value of the real estate  owned by the  companies in which it
invests.  To the extent the fund  invests in  companies  that make loans to real
estate companies, the fund also may be subject to interest rate risk.

Because the fund concentrates its investments in real estate securities,  it may
be subject to greater risks and market  fluctuations  than funds  investing in a
broader range of industries.


WHO MAY WANT TO INVEST IN THE FUND?


The fund may be a good investment if you are


*  seeking long-term capital growth and current income from your investment

*  seeking diversification of your investment portfolio through an investment in
   real estate securities

*  comfortable   with  the  risks  associated  with  investing  in  real  estate
   securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?


The fund may not be a good investment if you are


*  investing for a short period of time

*  uncomfortable with the risks associated with investments in real estate

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


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



2        American Century Investments                             1-800-345-2021


FUND PERFORMANCE HISTORY

REAL ESTATE FUND

Average Total Returns (1)

The  following  bar chart shows the  performance  of the fund's  Investor  Class
shares for each full  calendar  year in the life of the fund.  It indicates  the
volatility of the fund's historical returns from year to year.

[bar chart data below]
1996     40.81%
1997     25.21%
1998    -18.10%


(1) As of June 30, 1999, the end of the most recent calendar  quarter,  the Real
Estate Fund's year-to-date return was 7.44% .


The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:


                        Highest                        Lowest
- --------------------------------------------------------------------------------
Real Estate Fund        19.92% (4Q 1996)               -13.35% (3Q 1998)


Average Annual Returns


The  following  table  shows the  average  annual  total  returns  of the fund's
Investor Class shares for the periods  indicated.  The benchmark is an unmanaged
index that has no operating  costs and is included in the table for  performance
comparison.

For the calendar year ended December 31, 1998   1 year         Life of Fund (1)
- ------------------------------------------------------------------------------
Real Estate Fund                                -18.10%              13.54%
Wilshire REIT Index                             -16.96%              11.32%(2)


(1) The inception date for the Real Estate Fund is September 21, 1995.

(2) Benchmark from September 30, 1995.


[left margin]
[graphic of finger pointing]
The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
fund will perform in the future.


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


www.americancentury.com                    American Century Investments      3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares


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


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

                 Management   Distribution and      Other     Total Annual Fund
                 Fee          Service (12b-1) Fees  Expenses  Operating Expenses
- --------------------------------------------------------------------------------
Real Estate Fund 1.20%        None                  0.00%(1)  1.20%


(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.


EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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


                   1 year         3 years        5 years         10 years
- --------------------------------------------------------------------------------

Real Estate Fund    $122           $380           $657             $1,447

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


4        American Century Investments                             1-800-345-2021


INFORMATION ABOUT THE FUND

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?


The Real Estate Fund seeks long-term capital appreciation. Income is a secondary
objective.


HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund invests primarily in equity securities issued by real estate investment
trusts  (REITs)  and  companies  engaged in the real estate  industry.  The fund
managers  look for real estate  securities  they believe  will provide  superior
returns to the fund. They attempt to focus the fund's investments on real estate
companies and REITs with the potential for stock price appreciation, plus strong
growth of cash flow to investors.


To find these  issuers,  the fund managers  track  economic  conditions and real
estate market performance in major metropolitan areas and analyze performance of
various property types within those regions. To perform this analysis,  they use
information from a nationwide  network of real estate  professionals to evaluate
the  holdings of real estate  companies  and REITs in which the fund may invest.
Their  analysis also includes the  companies'  management  structure,  financial
structure  and  business  strategy.  The goal of these  analyses is to determine
which of the issuers the fund  managers  believe will be the most  profitable to
the  fund.  The fund  managers  also  consider  the  effect  of the real  estate
securities markets in general when making investment decisions.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  80% of the  fund's  assets
invested in EQUITY  SECURITIES of REITs or real estate  companies.  A company is
considered to be a real estate  company if, in the opinion of the fund managers,
at least 50% of its  revenues  or 50% of the  market  value of its assets at the
time its  securities  are purchased by the fund are attributed to the ownership,
construction, management or sale of real estate.

When the fund managers believe that it is prudent, the fund may invest a portion
of its  assets  in other  types of  securities.  These  securities  may  include
convertible securities, foreign securities, short-term securities, bonds, notes,
securities of companies  not  principally  engaged in the real estate  industry,
non-leveraged stock index futures contracts and other similar securities.  Stock
index futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while  performing  more like stocks.  The fund has a policy
governing stock index futures which  prohibits  leverage of the fund's assets by
investing in a derivative security. For example, the fund managers cannot invest
in a derivative security if it would be possible for the fund to lose more money
than it invested.  A complete  description of the derivatives policy is included
in the Statement of Additional Information.


Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT IS A REIT?


A real estate investment trust, or REIT,  invests primarily in  income-producing
real estate or makes loans to persons involved in the real estate industry.

Some REITs,  called equity REITs, buy real estate,  and investors receive income
from the rents  received  and from any  profits  on the sale of its  properties.
Other REITs,  called mortgage REITs, lend money to building developers and other
real estate  companies,  and receive  income from  interest paid on those loans.
There are also hybrid  REITs which  engage in both owning real estate and making
loans.


If a  REIT  meets  certain  requirements,  it is not  taxed  on  the  income  it
distributes to its investors.

[left margin]

EQUITY  SECURITIES   include  common  stock,   preferred  stock  and  securities
convertible into common stock.


www.americancentury.com                    American Century Investments      5


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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


An  investment  in the fund may be subject to many of the same risks as a direct
investment in real estate.  This is due to the fact that the value of the fund's
investments  may be  affected  by the  value  of the  real  estate  owned by the
companies  in  which  it  invests.  These  risks  include  changes  in  economic
conditions,   interest   rates,   property   values,   property  tax  increases,
overbuilding and increased competition,  environmental contamination, zoning and
natural disasters.

To the extent the fund invests in mortgage  REITs,  it will be subject to credit
risk and interest rate risk with respect to the loans made by the REITs in which
it invests.  Credit risk is the risk that the borrower  will not be able to make
interest  and  principal  payments  on the loan to the REIT  when  they are due.
Interest  rate risk is the risk that a change in the  prevailing  interest  rate
will  cause  the value of the loan  portfolio  held by the REIT to rise or fall.
Generally,  when  interest  rates  rise,  the value of the loan  portfolio  will
decline.  The opposite is true when interest rates decline.  The degree to which
interest rate changes affect the fund's performance varies and is related to the
specific  characteristics  of the loan portfolios of the mortgage REITs in which
the fund invests.

Because the fund concentrates its investments in real estate securities,  it may
be subject to greater risks and market  fluctuations  than a fund representing a
broader  range  of  industries.  In  addition,  market  performance  tends to be
cyclical and, in the various cycles,  certain  investment styles may fall in and
out of favor.  If the market is not favoring the fund's style,  the fund's gains
may not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.



6        American Century Investments                             1-800-345-2021


MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR


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

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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 1.20% of the average net assets of
the  Investor  Class  shares of the fund.  The amount of the  management  fee is
calculated on a class-by-class basis daily and paid monthly.

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



www.americancentury.com                   American Century Investments       7


THE FUND MANAGEMENT TEAM


American Century Investment  Management,  Inc. provides  investment advisory and
management services for the fund. American Century Investment  Management,  Inc.
has, in turn,  hired RREEF America,  L.L.C.  to make the  day-to-day  investment
decisions  for  the  fund.  RREEF  America  performs  this  function  under  the
supervision of American Century Investment Management, Inc. and the fund's Board
of Directors.


The portfolio managers on the investment team are identified below:

KIM G. REDDING


Mr.  Redding,  Portfolio  Manager,  is a Senior Vice President of RREEF America.
From  1990  to  1993,  he was a  principal  in K.G.  Redding  &  Associates,  an
investment  advisor,  and was  previously  the  President of Redding,  Melchor &
Company,  an investment  advisor. He has been managing portfolios of real estate
securities since 1987.


KAREN J. KNUDSON


Ms.  Knudson,  Portfolio  Manager,  is a Senior Vice President of RREEF America.
Prior to joining  RREEF,  she was a Senior Vice  President  and Chief  Financial
Officer of Security Capital Group, an investment  advisor.  She has more than 16
years  of  real  estate  investment  experience,  specializing  in  real  estate
investment trusts.


The representative of American Century Investment Management,  Inc. who oversees
the management of the fund is identified as follows:

MARK MALLON


Mr. Mallon, Chief Investment Officer--Value and Quantitative Equities and Senior
Vice President, joined American Century in April 1997. From August 1978 until he
joined  American  Century,  he was  employed in several  positions  by Federated
Investors  and served as  President  and Chief  Executive  Officer of  Federated
Investment  Counseling  and  Executive  Vice  President  of  Federated  Research
Corporation  since  January  1990.  He has a bachelor  of arts from  Westminster
College and an MBA from Cornell University. He is a Chartered Financial Analyst

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



8        American Century Investments                             1-800-345-2021


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES


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


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


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



www.americancentury.com                   American Century Investments    9


INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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


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

BY TELEPHONE

Investor Relations 1-800-345-2021

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

Automated Information Line 1-800-345-8765

[illustration of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call an Investor Relations Representative.

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

Fax
816-340-7962

[illustration of envelope]

OPEN AN ACCOUNT


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


EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES


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


- --------------------------------------------------------------------------------
ONLINE

www.americancentury.com

[illustration of computer]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.


10        American Century Investments                            1-800-345-2021


A NOTE ABOUT MAILINGS TO SHAREHOLDERS

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

YOUR GUIDE TO SERVICES AND POLICIES


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



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

BY WIRE


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

[illustration of wire machine]

OPEN AN ACCOUNT


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

* Our bank information:


       Commerce Bank N.A.
       Routing No. 101000019
       Account No. 2804918

* The fund name
* Your American Century account number+
* Your name
* The contribution year (for IRAs only)

+ For additional investments only

MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES


Not available.


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

[illustration of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES


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



MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

- --------------------------------------------------------------------------------
IN PERSON

[illustration of a person]

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


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


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


www.americancentury.com                 American Century Investments          11


MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account, the minimum investments are:
- --------------------------------------------------------------------------------
Individual or Joint                                         $2,500
- --------------------------------------------------------------------------------
Traditional IRA                                             $1,000
- --------------------------------------------------------------------------------
Roth IRA                                                    $1,000
- --------------------------------------------------------------------------------
Education IRA                                               $500
- --------------------------------------------------------------------------------
UGMA/UTMA                                                   $1,000
- --------------------------------------------------------------------------------
403(b)                                                      No minimum
- --------------------------------------------------------------------------------
Qualified Retirement Plans                                  $2,500(1)

(1 ) The minimum investment requirements may be different for some types of
retirement accounts.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS


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


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


12        American Century Investments                            1-800-345-2021



INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments

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

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


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

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


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


www.americancentury.com                   American Century Investments       13


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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


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


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

DISTRIBUTIONS


Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment securities.

The fund  pays  distributions  of  substantially  all of its  income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  It may make more frequent  distributions  if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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


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


[left margin]

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


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


14        American Century Investments                            1-800-345-2021


TAXES


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


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions


Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term, long term or UNRECAPTURED
SECTION 1250 CAPITAL GAINS, and are taxed as follows:

Type of Distribution         Tax Rate for              Tax Rate for
                             15% Bracket               28% Bracket or Above
- --------------------------------------------------------------------------------
Short-term capital gains     Ordinary income rate      Ordinary income rate
- --------------------------------------------------------------------------------
Long-term capital gains      10%                       20%
- --------------------------------------------------------------------------------
Unrecaptured Section         Ordinary income rate      25%
1250 capital gains

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


Additionally,  the fund may receive  distributions of unrecaptured  Section 1250
capital gains from REITs.  To the extent the fund  receives such  distributions,
unrecaptured  Section 1250 capital gains will be distributed to  shareholders of
the fund.


Because  of the  nature  of REIT  investments,  REITs may  generate  significant
non-cash deductions,  such as depreciation on real estate holdings, while having
a greater cash flow to distribute  to its  shareholders.  If a REIT  distributes
more cash flow than it has taxable income, a RETURN OF CAPITAL results. The fund
may pay a return of capital  distribution  to its  shareholders  by distributing
more cash than its taxable  income.  If you do not reinvest  distributions,  the
cost basis of your shares will be decreased  by the amount of returned  capital,
which may result in a larger capital gain when you sell your shares.  Although a
return of capital generally is not 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.


[left margin]
[graphic of finger pointing]
BUYING A DIVIDEND

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

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

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


UNRECAPTURED  SECTION 1250 CAPITAL  GAINS,  named for the Internal  Revenue Code
section that  describes  them,  are  frequently  realized  upon the sale of real
estate and are subject to a maximum tax rate of 25%. These gains are received by
the fund from its REIT  securities and are then  subsequently  passed through to
shareholders.


A RETURN OF  CAPITAL  represents  the  return of a  portion  of a  shareholder's
original investment that is generally non-taxable when distributed, or returned,
to the investor.



www.americancentury.com                   American Century Investments       15



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

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  from the
Internal  Revenue  Service  each  year for an  extension  of time to issue  Form
1099-DIV until February 28.


Taxes on Transactions


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

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



16        American Century Investments                            1-800-345-2021


MULTIPLE CLASS INFORMATION

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


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


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


www.americancentury.com                   American Century Investments      17


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in comparison to changes over the last five fiscal years.

On a per-share basis, the table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate


*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions


*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity


The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  year  ended  March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.



18           American Century Investments                         1-800-345-2021


<TABLE>
<CAPTION>

REAL ESTATE FUND

Investor Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data
                                                             1999       1998(1)         1997(1)       1996(1)       1995(1)(2)


<S>                                                      <C>          <C>             <C>           <C>            <C>

Net Asset Value, Beginning of Period ..................  $   16.12    $   16.06       $   12.29     $    9.82      $     10.00

Income From Investment Operations
  Net Investment Income ...............................       0.73         0.25(3)         0.67(3)       0.55             0.07

  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ..........................      (4.09)        0.26            4.13          2.27            (0.25)
                                                             -----         ----            ----          ----            -----

  Total From Investment Operations ....................      (3.36)        0.51            4.80          2.82            (0.18)
                                                             -----         ----            ----          ----            -----

Distributions
  From Net Investment Income ..........................      (0.54)       (0.18)          (0.48)        (0.35)            --
  From Net Realized Gains on
  Investment Transactions .............................      (0.12)       (0.27)          (0.55)         --               --
                                                             -----        -----           -----

  Total Distributions .................................      (0.66)       (0.45)          (1.03)        (0.35)            --
                                                             -----        -----           -----         -----

Net Asset Value, End of Period ........................  $   12.10    $   16.12       $   16.06     $   12.29      $      9.82
                                                         =========    =========       =========     =========      ===========

  Total Return(4) .....................................     (21.04)%       3.26%          40.69%        29.28%           (1.80)%

Ratios/Supplemental Data
                                                              1999         1998(1)         1997(1)       1996(1)          1995(1)(2)

Ratio of Operating Expenses to Average Net Assets .....       1.20%        1.15%(5)        1.17%         1.00%            1.50%(5)
Ratio of Operating Expenses to Average Net Assets
(before expense waivers and reimbursements)(6) ........       1.20%        1.20%(5)        1.82%         6.83%           14.83%(5)
Ratio of Net Investment Income to Average Net Assets ..       5.41%        3.75%(5)        4.48%         5.84%            6.66%(5)
Ratio of Net Investment Income to Average Net Assets
(before expense waivers and reimbursements)(6) ........       5.41%        3.70%(5)        3.84%         0.01%      (6.67)%(5)
Portfolio Turnover Rate ...............................         66%          28%             69%           86%            --
Net Assets, End of Period (in thousands) ..............  $ 110,285    $ 135,922       $  76,932     $   7,209      $     2,983
</TABLE>

(1)  The period ended March 31, 1998 represents a five month  reporting  period.
     The fund's  fiscal year end was changed  from October 31 to March 31 during
     the period.  Periods prior to 1998 are based on a fiscal year ended October
     31.

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

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

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(5)  Annualized.

(6)  During the  periods  ended  October 31, 1996 and October 31, 1995 and for a
     portion of the period  ended  October 31,  1997,  the  advisor  voluntarily
     agreed to waive its management fee and reimburse  certain expenses incurred
     by the fund. Also, prior to the unified management fee structure, effective
     June 13, 1997,  the custodian  offset part of its fees for balance  credits
     given to the fund. During the period ended March 31, 1998, a portion of the
     subadvisory fee, which is paid for subadvisory services, was waived.



www.americancentury.com                American Century Investments          19



NOTES


20       American Century Investments                             1-800-345-2021



NOTES


www.americancentury.com                   American Century Investments       21



MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS


Annual and Semiannual Reports


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


Statement of Additional Information (SAI)


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


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


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

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

* On the Internet          www.sec.gov

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

Investment Company Act File No. 811-7820

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


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

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


9907
SH-PRS-16638

<PAGE>
AMERICAN CENTURY

Prospectus

                               Real Estate Fund

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

                                                                   JULY 30, 1999
                                                             INSTITUTIONAL CLASS


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

                                                                  Distributed by
                                                         Funds Distributor, Inc.




[inside front cover]

Dear Investor,

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

   Here's what you'll find:

   * The fund's primary investments and risks

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

   * Fund performance, including returns for each year, best and worst quarters,
   and average annual returns compared to the fund's benchmark

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

   * Helpful tips and definitions of key investment terms

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


                                Sincerely,

                                /s/Mark Killen

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


[left margin]

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


                               American Century
                                  Investments

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


TABLE OF CONTENTS


An Overview of the Fund ....................................................   2
Fund Performance History ...................................................   3
Fees and Expenses ..........................................................   4
Information about the Fund .................................................   5
Management .................................................................   7
Investing with American Century ............................................  10
Share Price and Distributions ..............................................  13
Taxes ......................................................................  14
Multiple Class Information .................................................  16
Financial Highlights .......................................................  17
Performance Information of Other Class .....................................  19



[left margin]

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


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


                          American Century Investments



AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Real Estate Fund seeks long-term capital appreciation. Income is a secondary
objective.


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

The fund invests primarily in real estate  securities.  These securities include
shares of real estate  investment  trusts  (REITs) and companies  engaged in the
real estate  industry.  The fund managers look for real estate  securities  they
believe will provide  superior  returns to the fund,  focusing on companies with
the potential for stock price  appreciation,  plus strong growth of cash flow to
investors.  A more detailed description of the fund's investment  strategies and
risks begins on page 5.

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


An  investment  in the fund may be subject to many of the same risks as a direct
investment in real estate.  These risks include changes in economic  conditions,
interest  rates,  property  values,  property tax  increases,  overbuilding  and
increased   competition,   environmental   contamination,   zoning  and  natural
disasters.  This is due to the fact that the value of the fund's investments may
be affected by the value of the real estate  owned by the  companies in which it
invests.  To the extent the fund  invests in  companies  that make loans to real
estate companies, the fund also may be subject to interest rate risk.

Because the fund concentrates its investments in real estate securities,  it may
be subject to greater risks and market  fluctuations  than funds  investing in a
broader range of industries.


WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

*  seeking long-term capital growth and current income from your investment

*  seeking diversification of your investment portfolio through an investment in
   real estate securities

*  comfortable   with  the  risks  associated  with  investing  in  real  estate
   securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

 The fund may not be a good investment if you are

*  investing for a short period of time

*  uncomfortable with the risks associated with investments in real estate

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

[left margin]

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


2        American Century Investments                           1-800-345-3533


FUND PERFORMANCE HISTORY

REAL ESTATE FUND

Average Total Returns (1)

The following bar chart shows the performance of the fund's  Institutional Class
shares for each full calendar year in the life of the class.

[bar chart data below]
1998        -17.86%


(1) As of June 30, 1999, the end of the most recent calendar  quarter,  the Real
Estate Fund's year-to-date return was 0.96%.


The highest and lowest  quarterly  returns for the period  reflected  in the bar
chart are:


                        Highest                        Lowest
- --------------------------------------------------------------------------------
Real Estate Fund        12.15% (4Q 1998)               -13.23% (3Q 1998)


Average Annual Returns


The  following  table  shows the  average  annual  total  returns  of the fund's
Institutional  Class  shares for the  periods  indicated  during the life of the
class.  The benchmark is an unmanaged  index that has no operating  costs and is
included in the table for performance comparison.


For the calendar year ended December 31, 1998      1 year       Life of Fund (1)
- ------------------------------------------------------------------------------
Real Estate Fund                                   -17.86%      -2.05%

Wilshire REIT Index                                -16.96%      -4.06%(2)


(1) The inception  date for the  Institutional  Class of the Real Estate Fund is
June 16, 1997.


(2) Benchmark from June 30, 1997.

Performance Information of Other Class


The original class of shares of the fund was the Investor Class. For information
about the historical performance of the original class of shares, see page 19.


[left margin]

[graphic of finger pointing]
The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
fund will perform in the future.


[graphic of finger pointing]
For current performance information, please call us at 1-800-345-3533.


www.americancentury.com                    American Century Investments       3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

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

*  to redeem your shares

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

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


                Management   Distribution and      Other      Total Annual Fund
                Fee          Service (12b-1) Fees  Expenses   Operating Expenses
- --------------------------------------------------------------------------------
Real Estate
  Fund          1.00%        None                  0.00%(1)   1.00%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.


EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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


                        1 year        3 years        5 years       10 years
- -----------------------------------------------------------------------------
Real Estate Fund        $102          $318           $551          $1,219

[left margin]

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


4        American Century Investments                           1-800-345-3533


INFORMATION ABOUT THE FUND

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?


The Real Estate Fund seeks long-term capital appreciation. Income is a secondary
objective.


HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund invests primarily in equity securities issued by real estate investment
trusts  (REITs)  and  companies  engaged in the real estate  industry.  The fund
managers  look for real estate  securities  they believe  will provide  superior
returns to the fund. They attempt to focus the fund's investments on real estate
companies and REITs with the potential for stock price appreciation, plus strong
growth of cash flow to investors.


To find these  issuers,  the fund managers  track  economic  conditions and real
estate market performance in major metropolitan areas and analyze performance of
various property types within those regions. To perform this analysis,  they use
information from a nationwide  network of real estate  professionals to evaluate
the  holdings of real estate  companies  and REITs in which the fund may invest.
Their  analysis also includes the  companies'  management  structure,  financial
structure  and  business  strategy.  The goal of these  analyses is to determine
which of the issuers the fund  managers  believe will be the most  profitable to
the  fund.  The fund  managers  also  consider  the  effect  of the real  estate
securities markets in general when making investment decisions.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  80% of the  fund's  assets
invested in EQUITY  SECURITIES of REITs or real estate  companies.  A company is
considered to be a real estate  company if, in the opinion of the fund managers,
at least 50% of its  revenues  or 50% of the  market  value of its assets at the
time the  securities  are purchased by the fund are attributed to the ownership,
construction, management or sale of real estate.

When the fund managers believe that it is prudent, the fund may invest a portion
of its  assets  in other  types of  securities.  These  securities  may  include
convertible securities, foreign securities, short-term securities, bonds, notes,
securities of companies  not  principally  engaged in the real estate  industry,
non-leveraged stock index futures contracts and other similar securities.  Stock
index futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while  performing  more like stocks.  The fund has a policy
governing stock index futures which  prohibits  leverage of the fund's assets by
investing in a derivative security. For example, the fund managers cannot invest
in a derivative security if it would be possible for the fund to lose more money
than it invested.  A complete  description of the derivatives policy is included
in the Statement of Additional Information.


Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT IS A REIT?


A real estate investment trust, or REIT,  invests primarily in  income-producing
real estate or makes loans to persons involved in the real estate industry.

Some REITs,  called equity REITs, buy real estate,  and investors receive income
from the rents  received  and from any  profits  on the sale of its  properties.
Other REITs,  called mortgage REITs, lend money to building developers and other
real estate  companies,  and receive  income from  interest paid on those loans.
There are also hybrid  REITs which  engage in both owning real estate and making
loans.


If a  REIT  meets  certain  requirements,  it is not  taxed  on  the  income  it
distributes to its investors.


[left margin]

EQUITY  SECURITIES   include  common  stock,   preferred  stock  and  securities
convertible into common stock.


www.americancentury.com                    American Century Investments       5


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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


An  investment  in the fund may be subject to many of the same risks as a direct
investment in real estate.  This is due to the fact that the value of the fund's
investments  may be  affected  by the  value  of the  real  estate  owned by the
companies  in  which  it  invests.  These  risks  include  changes  in  economic
conditions,   interest   rates,   property   values,   property  tax  increases,
overbuilding and increased competition,  environmental contamination, zoning and
natural disasters.

To the extent the fund invests in mortgage  REITs,  it will be subject to credit
risk and interest rate risk with respect to the loans made by the REITs in which
it invests.  Credit risk is the risk that the borrower  will not be able to make
interest  and  principal  payments  on the loan to the REIT  when  they are due.
Interest  rate risk is the risk that a change in the  prevailing  interest  rate
will  cause  the value of the loan  portfolio  held by the REIT to rise or fall.
Generally,  when  interest  rates  rise,  the value of the loan  portfolio  will
decline.  The opposite is true when interest rates decline.  The degree to which
interest rate changes affect the fund's performance varies and is related to the
specific  characteristics  of the loan portfolios of the mortgage REITs in which
the fund invests.

Because the fund concentrates its investments in real estate securities,  it may
be subject to greater risks and market  fluctuations  than a fund representing a
broader  range  of  industries.  In  addition,  market  performance  tends to be
cyclical and, in the various cycles,  certain  investment styles may fall in and
out of favor.  If the market is not favoring the fund's style,  the fund's gains
may not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.



6        American Century Investments                           1-800-345-3533


MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR


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

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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 1.00% of the average net assets of
the Institutional  Class shares of the fund. The amount of the management fee is
calculated on a class- by-class basis daily and paid monthly.

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



www.americancentury.com                   American Century Investments       7


THE FUND MANAGEMENT TEAM


American Century Investment  Management,  Inc. provides  investment advisory and
management services for the fund. American Century Investment  Management,  Inc.
has, in turn,  hired RREEF America,  L.L.C.  to make the  day-to-day  investment
decisions  for  the  fund.  RREEF  America  performs  this  function  under  the
supervision of American Century Investment Management, Inc. and the fund's Board
of Directors.


The portfolio managers on the investment team are identified below:

KIM G. REDDING


Mr.  Redding,  Portfolio  Manager,  is a Senior Vice President of RREEF America.
From  1990  to  1993,  he was a  principal  in K.G.  Redding  &  Associates,  an
investment  advisor,  and was  previously  the  President of Redding,  Melchor &
Company,  an investment  advisor. He has been managing portfolios of real estate
securities since 1987.


KAREN J. KNUDSON


Ms.  Knudson,  Portfolio  Manager,  is a Senior Vice President of RREEF America.
Prior to joining  RREEF,  she was a Senior Vice  President  and Chief  Financial
Officer of Security Capital Group, an investment  advisor.  She has more than 16
years  of  real  estate  investment  experience,  specializing  in  real  estate
investment trusts.


The representative of American Century Investment Management, Inc. who oversees
the management of the fund is identified as follows:

MARK MALLON


Mr. Mallon, Chief Investment Officer--Value and Quantitative Equities and Senior
Vice President, joined American Century in April 1997. From August 1978 until he
joined  American  Century,  he was  employed in several  positions  by Federated
Investors  and served as  President  and Chief  Executive  Officer of  Federated
Investment  Counseling  and  Executive  Vice  President  of  Federated  Research
Corporation  since  January  1990.  He has a bachelor  of arts from  Westminster
College and an MBA from Cornell University. He is a Chartered Financial Analyst.



[left margin]

[graphic of finger pointing]
CODE OF ETHICS

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


8        American Century Investments                           1-800-345-3533


FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES


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


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


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



www.americancentury.com                   American Century Investments       9



INVESTING WITH AMERICAN CENTURY


ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

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

MINIMUM INITIAL INVESTMENT AMOUNTS

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


REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS


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

SERVICES AUTOMATICALLY AVAILABLE TO YOU


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


CONDUCTING BUSINESS IN WRITING

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

10        American Century Investments                           1-800-345-3533


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

BY TELEPHONE


Service Representative
1-800-345-3533


[illustration of telephone]

OPEN AN ACCOUNT


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

EXCHANGE SHARES


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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

- --------------------------------------------------------------------------------
BY MAIL OR FAX

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

Fax
816-340-4655

[illustration of envelope]

OPEN AN ACCOUNT


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


EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

- --------------------------------------------------------------------------------
BY WIRE

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

[illustration of wire machine]

OPEN AN ACCOUNT


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


* Our bank information:

           Commerce Bank N.A.
           Routing No. 101000019
           Account No. 2804918

* The fund name
* Your American Century account number+
* Your name
* The contribution year (for IRAs only)

+For additional investments only

MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

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

[illustration of arrows in circle]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS


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


SELL SHARES

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


www.americancentury.com                   American Century Investments       11


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments


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

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

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

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



[left margin]

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


12        American Century Investments                           1-800-345-3533


SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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


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


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

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  cutoff  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.

DISTRIBUTIONS


Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment securities.

The fund  pays  distributions  of  substantially  all of its  income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  It may make more frequent  distributions  if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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


[left margin]

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


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



www.americancentury.com                   American Century Investments       13


TAXES


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


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions


Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term, long term or UNRECAPTURED
SECTION 1250 CAPITAL GAINS, and are taxed as follows:

Type of Distribution         Tax Rate for              Tax Rate for 28%
                             15% Bracket               Bracket or Above
- --------------------------------------------------------------------------------
Short-term capital gains     Ordinary income rate      Ordinary income rate
- --------------------------------------------------------------------------------
Long-term capital gains      10%                       20%
- --------------------------------------------------------------------------------
Unrecaptured Section         Ordinary income rate      25%
1250 capital gains

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


Additionally,  the fund may receive  distributions of unrecaptured  Section 1250
capital gains from REITs.  To the extent the fund  receives such  distributions,
unrecaptured  Section 1250 capital gains will be distributed to  shareholders of
the fund.


Because  of the  nature  of REIT  investments,  REITs may  generate  significant
non-cash deductions,  such as depreciation on real estate holdings, while having
a greater cash flow to distribute  to its  shareholders.  If a REIT  distributes
more cash flow than it has taxable income, a RETURN OF CAPITAL results. The fund
may pay a return of capital  distribution  to its  shareholders  by distributing
more cash than its taxable  income.  If you do not reinvest  distributions,  the
cost basis of your shares will be decreased  by the amount of returned  capital,
which may result in a larger capital gain when you sell your shares.  Although a
return of capital generally is not 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.



[left margin]


[graphic of finger pointing]
BUYING A DIVIDEND

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

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

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

UNRECAPTURED  SECTION 1250 CAPITAL  GAINS,  named for the Internal  Revenue Code
section that  describes  them,  are  frequently  realized  upon the sale of real
estate,  and are subject to a maximum tax rate of 25%.  These gains are received
by the fund from its REIT securities and are then subsequently passed through to
shareholders.

A RETURN OF  CAPITAL  represents  the  return of a  portion  of a  shareholder's
original investment that is generally non-taxable when distributed, or returned,
to the investor.



14        American Century Investments                           1-800-345-3533



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

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  from the
Internal  Revenue  Service  each  year for an  extension  of time to issue  Form
1099-DIV until February 28.


Taxes on Transactions


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

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



www.americancentury.com                   American Century Investments       15


MULTIPLE CLASS INFORMATION

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


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


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

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

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

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


16        American Century Investments                           1-800-345-3533


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price  during  the  period.  It also shows the  changes in share  price for this
period in comparison to changes over the last three fiscal years.


On a per-share basis, the table includes as appropriate


*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets


*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  year  ended  March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.



www.americancentury.com                   American Century Investments       17


<TABLE>
<CAPTION>

REAL ESTATE FUND

Institutional Class

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

                                                              1999           1998(1)           1997(1)(2)

<S>                                                       <C>              <C>                 <C>
Net Asset Value, Beginning of Period ..................   $    16.12       $    16.06          $    14.24
                                                          ----------       ----------          ----------
Income From Investment Operations
  Net Investment Income(3) ............................         0.78             0.26                0.28
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ..........................        (4.09)            0.26                1.63
                                                          ----------       ----------          ----------
  Total From Investment Operations ....................        (3.31)            0.52                1.91
                                                          ----------       ----------          ----------
Distributions
  From Net Investment Income ..........................        (0.58)           (0.19)              (0.09)
  From Net Realized Gains
  on Investment Transactions ..........................        (0.12)           (0.27)               --
                                                          ----------       ----------          ----------
  Total Distributions .................................        (0.70)           (0.46)              (0.09)
                                                          ----------       ----------          ----------
Net Asset Value, End of Period ........................   $    12.11       $    16.12          $    16.06
                                                          ==========       ==========          ==========
  Total Return(4) .....................................       (20.77)%           3.32%              13.40%

Ratios/Supplemental Data

                                                                1999             1998(1)             1997(1)(2)

Ratio of Operating Expenses to Average Net Assets .....         1.00%            0.95%(5)            1.00%(5)

Ratio of Operating Expenses to Average Net Assets
(before expense waivers and reimbursements)(6) ........         1.00%            1.00%(5)            1.00%(5)

Ratio of Net Investment Income to Average Net Assets ..         5.61%            4.00%(5)            4.85%(5)

Ratio of Net Investment Income to Average Net Assets
(before expense waivers and reimbursements)(6) ........         5.61%            3.95%(5)            4.85%(5)

Portfolio Turnover Rate ...............................           66%              28%                 69%

Net Assets, End of Period (in thousands) ..............   $   26,315       $   14,795          $   13,365

(1) The period ended March 31, 1998  represents a five month  reporting  period.
The  fund's  fiscal  year was  changed  from  October  31 to March 31 during the
period. Periods prior to 1998 are based on a fiscal year ended October 31.

(2) June 16, 1997 (commencement of sale) through October 31, 1997.

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

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.

(6) During the period ended March 31, 1998,  a portion of the  subadvisory  fee,
which is paid for subadvisory services, was waived.
</TABLE>


18        American Century Investments                           1-800-345-3533


PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
fund's original class of shares.  This class,  the Investor  Class,  has a total
expense  ratio  that is  0.20%  higher  than  the  Institutional  Class.  If the
Institutional  Class had existed during the periods  presented,  its performance
would have been higher because of the lower expense.

The table on the next page  itemizes  what  contributed  to the changes in share
price during the period.

On a per-share basis, the table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  year  ended  March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.


www.americancentury.com                   American Century Investments       19


<TABLE>
<CAPTION>
REAL ESTATE FUND

Investor Class

For a Share Outstanding Throughout the Years (except as noted)

Per-Share Data

                                                     1999            1998(1)           1997(1)       1996(1)          1995(1)(2)

<S>                                           <C>               <C>               <C>              <C>             <C>
Net Asset Value, Beginning of Period ........ $     16.12       $     16.06       $     12.29      $      9.82     $     10.00
                                              -----------       -----------       -----------      -----------     -----------
Income From Investment Operations
  Net Investment Income .....................        0.73(3)           0.25(3)           0.67(3)          0.55            0.07
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ................       (4.09)             0.26              4.13             2.27           (0.25)
                                              -----------       -----------       -----------      -----------     -----------
  Total From Investment Operations ..........       (3.36)             0.51              4.80             2.82           (0.18)
                                              -----------       -----------       -----------      -----------     -----------
Distributions
  From Net Investment Income ................       (0.54)            (0.18)            (0.48)           (0.35)           --
  From Net Realized Gains on
  Investment Transactions ...................       (0.12)            (0.27)            (0.55)            --              --
                                              -----------       -----------       -----------      -----------     -----------
  Total Distributions .......................       (0.66)            (0.45)            (1.03)           (0.35)           --
                                              -----------       -----------       -----------      -----------     -----------
Net Asset Value, End of Period .............. $     12.10       $     16.12       $     16.06      $     12.29     $      9.82
                                              ===========       ===========       ===========      ===========     ===========
  Total Return(4) ...........................      (21.04)%            3.26%            40.69%           29.28%          (1.80)%

Ratios/Supplemental Data

                                                     1999              1998(1)           1997(1)          1996(1)         1995(1)(2)

Ratio of Operating Expenses
to Average Net Assets .......................        1.20%             1.15%(5)          1.17%            1.00%           1.50%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and
reimbursements)(6) ..........................        1.20%             1.20%(5)          1.82%            6.83%          14.83%(5)

Ratio of Net Investment Income
to Average Net Assets .......................        5.41%             3.75%(5)          4.48%            5.84%           6.66%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and
reimbursements)(6) ..........................        5.41%             3.70%(5)          3.84%            0.01%
(6.67)%(5)

Portfolio Turnover Rate .....................          66%               28%               69%              86%           --

Net Assets, End of Period (in thousands) .... $   110,285       $   135,922       $    76,932      $     7,209     $     2,983

(1) The period ended March 31, 1998  represents a five month  reporting  period.
The  fund's  fiscal  year was  changed  from  October  31 to March 31 during the
period. Periods prior to 1998 are based on a fiscal year ended October 31.

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

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

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.

(6) During the  periods  ended  October  31, 1996 and October 31, 1995 and for a
portion of the period ended October 31, 1997, the advisor  voluntarily agreed to
waive its management fee and reimburse  certain  expenses  incurred by the fund.
Also,  prior to the unified  management fee structure,  effective June 13, 1997,
the  custodian  offset part of its fees for balance  credits  given to the fund.
During the period ended March 31, 1998, a portion of the subadvisory  fee, which
is paid for subadvisory services, was waived.
</TABLE>


20       American Century Investments                           1-800-345-3533



NOTES


www.americancentury.com                   American Century Investments       21



MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS


Annual and Semiannual Reports

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

Statement of Additional Information (SAI)

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


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

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

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

* On the Internet          www.sec.gov

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

Investment Company Act File No. 811-7820


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



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


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


9907
SH-PRS-16640
<PAGE>
AMERICAN CENTURY


Prospectus

                              Real Estate Fund

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


                                                                   JULY 30, 1999
                                                                   ADVISOR CLASS


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

                                                                  Distributed by
                                                         Funds Distributor, Inc.


[inside front cover]

Dear Investor,

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

   Here's what you'll find:

   * The fund's primary investments and risks

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

   * Fund performance, including returns for each year, best and worst quarters,
   and average annual returns compared to the fund's benchmark

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

   * Helpful tips and definitions of key investment terms

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


                                Sincerely,

                                /s/Mark Killen

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


[left margin]

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


                                American Century
                                   Investments

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




TABLE OF CONTENTS


An Overview of the Fund ...................................................    2
Fund Performance History ..................................................    3
Fees and Expenses .........................................................    4
Information about the Fund ................................................    5
Management ................................................................    7
Investing with American Century ...........................................   10
Share Price and Distributions .............................................   12
Taxes .....................................................................   13
Multiple Class Information ................................................   15
Financial Highlights ......................................................   16
Performance Information of Other Class ....................................   18


[left margin]

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

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


                          American Century Investments



AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Real Estate Fund seeks long-term capital appreciation. Income is a secondary
objective.


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

The fund invests primarily in real estate  securities.  These securities include
shares of real estate  investment  trusts  (REITs) and companies  engaged in the
real estate  industry.  The fund managers look for real estate  securities  they
believe will provide  superior  returns to the fund,  focusing on companies with
the potential for stock price  appreciation,  plus strong growth of cash flow to
investors.  A more detailed description of the fund's investment  strategies and
risks begins on page 5.

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down based on the performance of the companies that issued them,  general
market and economic conditions,  and investor confidence.  As with all funds, if
you sell your  shares  when the value is less than the price you paid,  you will
lose money.


An  investment  in the fund may be subject to many of the same risks as a direct
investment in real estate.  These risks include changes in economic  conditions,
interest  rates,  property  values,  property tax  increases,  overbuilding  and
increased   competition,   environmental   contamination,   zoning  and  natural
disasters.  This is due to the fact that the value of the fund's investments may
be affected by the value of the real estate  owned by the  companies in which it
invests.  To the extent the fund  invests in  companies  that make loans to real
estate companies, the fund also may be subject to interest rate risk.

Because the fund concentrates its investments in real estate securities,  it may
be subject to greater risks and market  fluctuations  than funds  investing in a
broader range of industries.


WHO MAY WANT TO INVEST IN THE FUND?


The fund may be a good investment if you are


*  seeking long-term capital growth and current income from your investment

*  seeking diversification of your investment portfolio through an investment in
   real estate securities

*  comfortable   with  the  risks  associated  with  investing  in  real  estate
   securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?


The fund may not be a good investment if you are


*  investing for a short period of time

*  uncomfortable with the risks associated with investments in real estate

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

[left margin]

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


2        American Century Investments                           1-800-345-3533


FUND PERFORMANCE HISTORY

REAL ESTATE FUND

When the Advisor  Class of the fund has  investment  results for a full calendar
year, this section will feature charts that show

*  Annual Total Returns

*  Highest and Lowest Quarterly Returns

*  Average  Annual  Returns,  including  a  comparison  of  these  returns  to a
   benchmark index for the Advisor Class of the fund

In addition,  investors can examine the performance of the fund's Investor Class
shares.  The Investor  Class has a total  expense ratio that is 0.25% lower than
the  Advisor  Class.  If the  Advisor  Class  had  existed  during  the  periods
presented,  its  performance  would  have been lower  because of the  additional
expense.


All past  performance  information is designed to help show you how fund returns
can vary. Keep in mind that past  performance does not predict how the fund will
perform in the future.


[left margin]


[graphic of finger pointing]
For current performance information, please call us at 1-800-345-3533.



www.americancentury.com                    American Century Investments       3


FEES AND EXPENSES

There are no sales loads, fees or other charges

*  to buy fund shares directly from American Century

*  to reinvest dividends in additional shares

*  to exchange into the Advisor Class shares of other American Century funds

*  to redeem your shares


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


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


               Management   Distribution and       Other      Total Annual Fund
               Fee          Service (12b-1) Fees   Expenses   Operating Expenses
- --------------------------------------------------------------------------------
Real Estate
  Fund         0.95%        0.50%                  0.00%(1)    1.45%

(1)  Other  expenses,  which  include  the  fees  and  expenses  of  the  fund's
independent directors,  their legal counsel and interest,  were less than 0.005%
for the most recent fiscal year.


EXAMPLE


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


*  invest $10,000 in the fund

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

*  earn a 5% return each year

*  incur the same operating expenses as shown above


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


                             1 year       3 years       5 years       10 years
- -----------------------------------------------------------------------------
Real Estate Fund             $147         $456          $788          $1,724

[left margin]


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



4        American Century Investments                           1-800-345-3533


INFORMATION ABOUT THE FUND

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?


The Real Estate Fund seeks long-term capital appreciation. Income is a secondary
objective.


HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund invests primarily in equity securities issued by real estate investment
trusts  (REITs)  and  companies  engaged in the real estate  industry.  The fund
managers  look for real estate  securities  they believe  will provide  superior
returns to the fund. They attempt to focus the fund's investments on real estate
companies and REITs with the potential for stock price appreciation, plus strong
growth of cash flow to investors.


To find these  issuers,  the fund managers  track  economic  conditions and real
estate market performance in major metropolitan areas and analyze performance of
various property types within those regions. To perform this analysis,  they use
information from a nationwide  network of real estate  professionals to evaluate
the  holdings of real estate  companies  and REITs in which the fund may invest.
Their  analysis also includes the  companies'  management  structure,  financial
structure  and  business  strategy.  The goal of these  analyses is to determine
which of the issuers the fund  managers  believe will be the most  profitable to
the  fund.  The fund  managers  also  consider  the  effect  of the real  estate
securities markets in general when making investment decisions.

The fund  managers  do not  attempt to time the market.  Instead,  under  normal
market  conditions,  they  intend  to keep at  least  80% of the  fund's  assets
invested in EQUITY  SECURITIES of REITs or real estate  companies.  A company is
considered to be a real estate  company if, in the opinion of the fund managers,
at least 50% of its  revenues  or 50% of the  market  value of its assets at the
time the  securities  are purchased by the fund are attributed to the ownership,
construction, management or sale of real estate.

When the fund managers believe that it is prudent, the fund may invest a portion
of its  assets  in other  types of  securities.  These  securities  may  include
convertible securities, foreign securities, short-term securities, bonds, notes,
securities of companies  not  principally  engaged in the real estate  industry,
non-leveraged stock index futures contracts and other similar securities.  Stock
index futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while  performing  more like stocks.  The fund has a policy
governing stock index futures which  prohibits  leverage of the fund's assets by
investing in a derivative security. For example, the fund managers cannot invest
in a derivative security if it would be possible for the fund to lose more money
than it invested.  A complete  description of the derivatives policy is included
in the Statement of Additional Information.


Additional  information about the fund's  investments is available in its annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
fund's  performance  during the most  recent  fiscal  period.  You may get these
reports at no cost by calling us.

WHAT IS A REIT?


A real estate investment trust, or REIT,  invests primarily in  income-producing
real estate or makes loans to persons involved in the real estate industry.

Some REITs,  called equity REITs, buy real estate,  and investors receive income
from the rents  received  and from any  profits  on the sale of its  properties.
Other REITs,  called mortgage REITs, lend money to building developers and other
real estate  companies,  and receive  income from  interest paid on those loans.
There are also hybrid  REITs which  engage in both owning real estate and making
loans.


If a  REIT  meets  certain  requirements,  it is not  taxed  on  the  income  it
distributes to its investors.

[left margin]


EQUITY  SECURITIES   include  common  stock,   preferred  stock  and  securities
convertible into common stock.



www.americancentury.com                    American Century Investments       5


WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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

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


An  investment  in the fund may be subject to many of the same risks as a direct
investment in real estate.  This is due to the fact that the value of the fund's
investments  may be  affected  by the  value  of the  real  estate  owned by the
companies  in  which  it  invests.  These  risks  include  changes  in  economic
conditions,   interest   rates,   property   values,   property  tax  increases,
overbuilding and increased competition,  environmental contamination, zoning and
natural disasters.

To the extent the fund invests in mortgage  REITs,  it will be subject to credit
risk and interest rate risk with respect to the loans made by the REITs in which
it invests.  Credit risk is the risk that the borrower  will not be able to make
interest  and  principal  payments  on the loan to the REIT  when  they are due.
Interest  rate risk is the risk that a change in the  prevailing  interest  rate
will  cause  the value of the loan  portfolio  held by the REIT to rise or fall.
Generally,  when  interest  rates  rise,  the value of the loan  portfolio  will
decline.  The opposite is true when interest rates decline.  The degree to which
interest rate changes affect the fund's performance varies and is related to the
specific  characteristics  of the loan portfolios of the mortgage REITs in which
the fund invests.

Because the fund concentrates its investments in real estate securities,  it may
be subject to greater risks and market  fluctuations  than a fund representing a
broader  range  of  industries.  In  addition,  market  performance  tends to be
cyclical and, in the various cycles,  certain  investment styles may fall in and
out of favor.  If the market is not favoring the fund's style,  the fund's gains
may not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.



6        American Century Investments                           1-800-345-3533


MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS


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


THE INVESTMENT ADVISOR


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

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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified  management fee of 0.95% of the average net assets of
the  Advisor  Class  shares of the fund.  The  amount of the  management  fee is
calculated on a class-by-class basis daily and paid monthly.

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



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THE FUND MANAGEMENT TEAM


American Century Investment  Management,  Inc. provides  investment advisory and
management services for the fund. American Century Investment  Management,  Inc.
has, in turn,  hired RREEF America,  L.L.C.  to make the  day-to-day  investment
decisions  for  the  fund.  RREEF  America  performs  this  function  under  the
supervision of American Century Investment Management, Inc. and the fund's Board
of Directors.


The portfolio managers on the investment team are identified below:

KIM G. REDDING


Mr.  Redding,  Portfolio  Manager,  is a Senior Vice President of RREEF America.
From  1990  to  1993,  he was a  principal  in K.G.  Redding  &  Associates,  an
investment  advisor,  and was  previously  the  President of Redding,  Melchor &
Company,  an investment  advisor. He has been managing portfolios of real estate
securities since 1987.


KAREN J. KNUDSON


Ms.  Knudson,  Portfolio  Manager,  is a Senior Vice President of RREEF America.
Prior to joining  RREEF,  she was a Senior Vice  President  and Chief  Financial
Officer of Security Capital Group, an investment  advisor.  She has more than 16
years  of  real  estate  investment  experience,  specializing  in  real  estate
investment trusts.


The representative of American Century Investment Management,  Inc. who oversees
the management of the fund is identified as follows:

MARK MALLON


Mr. Mallon, Chief Investment Officer--Value and Quantitative Equities and Senior
Vice President, joined American Century in April 1997. From August 1978 until he
joined  American  Century,  he was  employed in several  positions  by Federated
Investors  and served as  President  and Chief  Executive  Officer of  Federated
Investment  Counseling  and  Executive  Vice  President  of  Federated  Research
Corporation  since  January  1990.  He has a bachelor  of arts from  Westminster
College and an MBA from Cornell University. He is a Chartered Financial Analyst.



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CODE OF ETHICS

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


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FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES


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


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


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



www.americancentury.com                   American Century Investments       9



INVESTING WITH AMERICAN CENTURY


ELIGIBILITY FOR ADVISOR CLASS SHARES

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


INVESTING THROUGH FINANCIAL INTERMEDIARIES


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

*  minimum investment requirements

*  exchange policies

*  fund choices

*  cutoff time for investments


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

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

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

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



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


10        American Century Investments                           1-800-345-3533


ABUSIVE TRADING PRACTICES

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


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


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS


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


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


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SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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


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


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

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  cutoff  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.

DISTRIBUTIONS


Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund will not be subject to state or
federal income tax on amounts distributed.  The distributions  generally consist
of dividends and interest  received,  as well as CAPITAL  GAINS  realized on the
sale of investment securities.

The fund  pays  distributions  of  substantially  all of its  income  quarterly.
Distributions  from  realized  capital  gains  are  paid  annually,  usually  in
December.  It may make more frequent  distributions  if necessary to comply with
Internal Revenue Code provisions.  Distributions are reinvested automatically in
additional shares unless you choose another option.


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

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


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

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


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TAXES


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


Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions


Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified  either as short term, long term or UNRECAPTURED
SECTION 1250 CAPITAL GAINS, and are taxed as follows:

Type of Distribution         Tax Rate for              Tax Rate for
                             15% Bracket               28% Bracket or Above
- ------------------------------------------------------------------------------
Short-term capital gains     Ordinary income rate      Ordinary income rate
- ------------------------------------------------------------------------------
Long-term capital gains      10%                       20%
- ------------------------------------------------------------------------------
Unrecaptured Section         Ordinary income rate      25%
1250 capital gains

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


Additionally,  the fund may receive  distributions of unrecaptured  Section 1250
capital gains from REITs.  To the extent the fund  receives such  distributions,
unrecaptured  Section 1250 capital gains will be distributed to  shareholders of
the fund.


Because  of the  nature  of REIT  investments,  REITs may  generate  significant
non-cash deductions,  such as depreciation on real estate holdings, while having
a greater cash flow to distribute  to its  shareholders.  If a REIT  distributes
more cash flow than it has taxable income, a RETURN OF CAPITAL results. The fund
may pay a return of capital  distribution  to its  shareholders  by distributing
more cash than its taxable  income.  If you do not reinvest  distributions,  the
cost basis of your shares will be decreased  by the amount of returned  capital,
which may result in a larger capital gain when you sell your shares.  Although a
return of capital generally is not 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.


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BUYING A DIVIDEND

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

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

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


UNRECAPTURED  SECTION 1250 CAPITAL  GAINS,  named for the Internal  Revenue Code
section that  describes  them,  are  frequently  realized  upon the sale of real
estate,  and are subject to a maximum tax rate of 25%.  These gains are received
by the fund from its REIT securities and are then subsequently passed through to
shareholders.


A RETURN OF  CAPITAL  represents  the  return of a  portion  of a  shareholder's
original investment that is generally non-taxable when distributed, or returned,
to the investor.


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

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  from the
Internal  Revenue  Service  each  year for an  extension  of time to issue  Form
1099-DIV until February 28.


Taxes on Transactions


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

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



14        American Century Investments                           1-800-345-3533


MULTIPLE CLASS INFORMATION

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


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


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

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

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

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

SERVICE AND DISTRIBUTION FEES


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



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FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page  itemizes  what  contributed  to the changes in share
price during the period.

On a per-share basis, the table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate


*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions


*  EXPENSE RATIO -- operating expenses as a percentage of average net assets


*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  year  ended  March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.



16        American Century Investments                           1-800-345-3533



REAL ESTATE FUND

Advisor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data

                                                                       1999(1)


Net Asset Value, Beginning of Period ........................      $  12.22
                                                                   --------
Income From Investment Operations
  Net Investment Income(2) ..................................          0.43
  Net Realized and Unrealized Loss
  on Investment Transactions ................................         (0.15)
                                                                   --------
  Total From Investment Operations ..........................          0.28
                                                                   --------
Distributions
  From Net Investment Income ................................         (0.28)
  From Net Realized Gains on
  Investment Transactions ...................................         (0.12)
                                                                   --------
  Total Distributions .......................................         (0.40)
                                                                   --------
Net Asset Value, End of Period ..............................      $  12.10
                                                                   ========
  Total Return(3) ...........................................          2.25%

Ratios/Supplemental Data

                                                                       1999(1)

Ratio of Operating Expenses to Average Net Assets ...........          1.45%(4)
Ratio of Net Investment Income to Average Net Assets ........          5.16%(4)
Portfolio Turnover Rate .....................................            66%
Net Assets, End of Period (in thousands) ....................      $    449

(1) October 6, 1998 (commencement of sale) through March 31,1999.

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

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  return  for  periods  less than one year are not
annualized.

(4) Annualized.


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PERFORMANCE INFORMATION OF OTHER CLASS

The following  financial  information is provided to show the performance of the
fund's original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
had existed during the periods presented,  its performance would have been lower
because of the additional expense.

The table on the next page  itemizes  what  contributed  to the changes in share
price during the period.

On a per-share basis, the table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to shareholders

*  share price at the end of the period

The table also includes some key statistics for the period as appropriate

*  TOTAL RETURN -- the overall  percentage  of return of the fund,  assuming the
   reinvestment of all distributions

*  EXPENSE RATIO -- operating expenses as a percentage of average net assets

*  NET INCOME  RATIO -- net  investment  income as a  percentage  of average net
   assets

*  PORTFOLIO  TURNOVER  -- the  percentage  of the  fund's  buying  and  selling
   activity

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors.  Their  Independent  Auditors' Report is included in the fund's annual
report for the fiscal  year  ended  March 31,  1999,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.


18       American Century Investments                           1-800-345-3533


<TABLE>
<CAPTION>
REAL ESTATE FUND

Investor Class

For a Share Outstanding Throughout the Years (except as noted)

Per-Share Data

                                                     1999            1998(1)          1997(1)         1996(1)            1995(1)(2)

<S>                                           <C>             <C>              <C>             <C>                <C>
Net Asset Value, Beginning of Period ........ $     16.12     $     16.06      $     12.29     $      9.82        $     10.00
                                              -----------     -----------      -----------     -----------        -----------
Income From Investment Operations
  Net Investment Income .....................        0.73(3)         0.25(3)          0.67(3)         0.55               0.07
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ................       (4.09)           0.26             4.13            2.27              (0.25)
                                              -----------     -----------      -----------     -----------        -----------
  Total From Investment Operations ..........       (3.36)           0.51             4.80            2.82              (0.18)
                                              -----------     -----------      -----------     -----------        -----------
Distributions
  From Net Investment Income ................       (0.54)          (0.18)           (0.48)          (0.35)              --
  From Net Realized Gains on
  Investment Transactions ...................       (0.12)          (0.27)           (0.55)           --                 --
                                              -----------     -----------      -----------     -----------        -----------
  Total Distributions .......................       (0.66)          (0.45)           (1.03)          (0.35)              --
                                              -----------     -----------      -----------     -----------        -----------
Net Asset Value, End of Period .............. $     12.10     $     16.12      $     16.06     $     12.29        $      9.82
                                              ===========     ===========      ===========     ===========        ===========
  Total Return(4) ...........................      (21.04)%          3.26%           40.69%          29.28%             (1.80)%

Ratios/Supplemental Data

                                                     1999            1998(1)          1997(1)         1996(1)            1995(1)(2)

Ratio of Operating Expenses
to Average Net Assets .......................        1.20%           1.15%(5)         1.17%           1.00%              1.50%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and
reimbursements)(6) ..........................        1.20%           1.20%(5)         1.82%           6.83%             14.83%(5)

Ratio of Net Investment Income
to Average Net Assets .......................        5.41%           3.75%(5)         4.48%           5.84%              6.66%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and
reimbursements)(6) ..........................        5.41%           3.70%(5)         3.84%           0.01%
(6.67)%(5)

Portfolio Turnover Rate .....................          66%             28%              69%             86%              --

Net Assets, End of Period (in thousands) .... $   110,285     $   135,922      $    76,932     $     7,209        $     2,983

(1) The period ended March 31, 1998  represents a five month  reporting  period.
The  fund's  fiscal  year was  changed  from  October  31 to March 31 during the
period. Periods prior to 1998 are based on a fiscal year ended October 31.

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

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

(4)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
distributions,  if any.  Total  returns for  periods  less than one year are not
annualized.

(5) Annualized.

(6) During the  periods  ended  October  31, 1996 and October 31, 1995 and for a
portion of the period ended October 31, 1997, the advisor  voluntarily agreed to
waive its management fee and reimburse  certain  expenses  incurred by the fund.
Also,  prior to the unified  management fee structure,  effective June 13, 1997,
the  custodian  offset part of its fees for balance  credits  given to the fund.
During the period ended March 31, 1998, a portion of the subadvisory  fee, which
is paid for subadvisory services, was waived.
</TABLE>


www.americancentury.com                   American Century Investments       19



NOTES


20       American Century Investments                           1-800-345-3533



NOTES


www.americancentury.com                   American Century Investments       21



MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS


Annual and Semiannual Reports


These reports  contain more  information  about the fund's  investments  and the
market  conditions and investment  strategies  that  significantly  affected the
fund's performance during the most recent fiscal period.


Statement of Additional Information (SAI)

The SAI contains a more detailed,  legal  description of the fund's  operations,
investment  restrictions,  policies and practices.  The SAI is  incorporated  by
reference  into this  Prospectus.  This means  that it is  legally  part of this
Prospectus, even if you don't request a copy.

You may obtain a free copy of the SAI or annual and semiannual reports,  and ask
questions about the fund or your accounts, by contacting American Century at the
address or telephone numbers listed below.

You  also  can get  information  about  the fund  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

* In person                SEC Public Reference Room
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.

* On the Internet          www.sec.gov

* By mail                  SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying
                           the documents.)

Investment Company Act File No. 811-7820

                        [american century logo (reg. sm)]
                                    American
                                     Century



                          AMERICAN CENTURY INVESTMENTS
                                 P.O. Box 419385
                        Kansas City, Missouri 64141-6385


                         1-800-345-3533 or 816-531-5575


9907
SH-PRS-16639

<PAGE>
                                AMERICAN CENTURY

                        [american century logo(reg.sm)]
                                    American
                                    Century

                       Statement of Additional Information

                              Large Cap Value Fund
                                   Value Fund
                              Small Cap Value Fund
                               Equity Income Fund
                                Equity Index Fund
                                Real Estate Fund

                                  JULY 30, 1999


          THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE
         FUNDS' PROSPECTUSES,  DATED JULY 30, 1999, BUT IS NOT A PROSPECTUS. THE
      STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
   FUNDS' CURRENT PROSPECTUSES. IF YOU WOULD LIKE A COPY OF A PROSPECTUS, PLEASE
         CONTACT US AT THE ADDRESS OR TELEPHONE NUMBERS LISTED ON THE BACK COVER
                                         OR VISIT AMERICAN CENTURY'S WEB SITE AT
                                                        WWW.AMERICANCENTURY.COM.


             THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES BY  REFERENCE
   CERTAIN INFORMATION THAT APPEARS IN THE FUNDS' ANNUAL AND SEMIANNUAL REPORTS,
      WHICH ARE DELIVERED TO ALL SHAREHOLDERS. YOU MAY OBTAIN A FREE COPY OF THE
                  FUNDS' ANNUAL OR SEMIANNUAL REPORTS BY CALLING 1-800-345-2021.

                                                                  Distributed by
                                                         Funds Distributor, Inc.



                      STATEMENT OF ADDITIONAL INFORMATION


                                 July 30, 1999


 TABLE OF CONTENTS


The Funds' History ..........................................................  2
Fund Investment Guidelines ..................................................  2
Detailed Information about the Funds ........................................  3
    Investment Strategies and Risks .........................................  3
    Investment Policies ..................................................... 12
    Portfolio Turnover ...................................................... 14
    S&P 500 Index ........................................................... 14
Management .................................................................. 15
    The Board of Directors .................................................. 15
    Officers ................................................................ 17
The Funds' Principal Shareholders ........................................... 19
Service Providers ........................................................... 19
    Investment Advisor ...................................................... 19
    Transfer Agent and Administrator ........................................ 21
    Distributor ............................................................. 21
Other Service Providers ..................................................... 22
    Custodian Banks ......................................................... 22
    Independent Auditors .................................................... 22
Brokerage Allocation ........................................................ 22
Information about Fund Shares ............................................... 23
    Multiple Class Structure ................................................ 23
    Buying and Selling Fund Shares .......................................... 25
    Valuation of a Fund's Securities ........................................ 25
Taxes ....................................................................... 26
    Federal Income Taxes .................................................... 26
    State and Local Taxes ................................................... 27
    Taxation of Certain Mortgage REITs ...................................... 27
How Fund Performance
Information Is Calculated ................................................... 27
    Performance Comparisons ................................................. 29
    Permissible Advertising Information ..................................... 29
    Multiple Class Performance Advertising .................................. 30
Financial Statements ........................................................ 30
Explanation of Fixed-Income
Securities Ratings .......................................................... 30



     Statement of Additional Information


 THE FUNDS' HISTORY

     American  Century  Capital  Portfolios,   Inc.  is  a  registered  open-end
management  investment  company that was organized as a Maryland  corporation on
June  14,  1993.  The  corporation  was  known  as  Twentieth   Century  Capital
Portfolios,  Inc.  until January 1997.  Throughout  this Statement of Additional
Information  we  refer to  American  Century  Capital  Portfolios,  Inc.  as the
corporation.

     Each fund  described  in this  Statement  of  Additional  Information  is a
separate  series of the corporation and operates for many purposes as if it were
an independent company.  Each fund has its own investment  objective,  strategy,
management team, assets, tax identification and stock registration numbers.

<TABLE>

FUND                    INVESTOR CLASS                     ADVISOR CLASS              INSTITUTIONAL CLASS
- ----------------------------------------------------------------------------------------------------------------
                 Ticker Symbol   Inception Date   Ticker Symbol  Inception Date   Ticker Symbol  Inception Date
- ----------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>            <C>           <C>              <C>             <C>
Large Cap Value      N/A           07/30/99           N/A            07/30/99         N/A           07/30/99
Value               TWVLX          09/01/93          TWADX           10/02/96        AVLIX          07/31/97
Small Cap Value     ASVIX          07/31/98           N/A               N/A           N/A           10/26/98
Equity Income       TWEIX          08/01/94          TWEAX           03/07/97         N/A           07/08/98
Equity Index        ACQIX          02/26/99           N/A               N/A           N/A           02/26/99
Real Estate Fund    REACX          09/21/95           N/A            10/06/98         REAIX         06/16/97
</TABLE>


FUND INVESTMENT GUIDELINES


    This  section  explains  the  extent to which the funds'  advisor,  American
Century Investment  Management,  Inc., can use various  investment  vehicles and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page 3.  In the  case of the  funds'
principal investment  strategies,  these descriptions elaborate upon discussions
contained in the Prospectuses.

    Large  Cap  Value,  Value,  Small Cap Value  and  Equity  Income  are each a
diversified,  open-end  investment  company as defined in the Investment Company
Act of 1940 (the Investment  Company Act).  Diversified means that, with respect
to 75% of its total assets,  each fund will not invest more than 5% of its total
assets in the securities of a single issuer.

    Equity  Index  and  the  Real  Estate  Fund  are  non-diversified,  open-end
investment  companies as defined in the Investment Company Act.  Non-diversified
means that the  proportion  of the funds'  assets  that may be  invested  in the
securities of a single issuer is not limited by the Investment Company Act.

    It is intended that Equity Index will be  diversified to the extent that the
S&P 500 Index is  diversified.  Because of the composition of the S&P 500 Index,
it is possible  that a relatively  high  percentage  of the fund's assets may be
invested in the securities of a limited number of issuers,  some of which may be
in the same industry or economic sector.  As a result,  the fund's portfolio may
be more  sensitive to changes in the market value of a single issuer or industry
than other equity funds using different investment styles.


    To meet federal tax requirements for qualification as a regulated investment
company,  each fund  must  limit  its  investments  so that at the close of each
quarter  of its  taxable  year (1) no more  than  25% of its  total  assets  are
invested in the securities of a single issuer (other than the U.S. government or
a regulated  investment  company),  and (2) with  respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.

    In  general,  within  the  restrictions  outlined  here  and in  the  funds'
Prospectuses,  the fund  managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.


       Investments  are varied  according to what is judged  advantageous  under
changing  economic  conditions.  It is the  advisor's  policy to retain  maximum
flexibility in management without restrictive provisions as to the proportion of
one or another class of securities  that may be held,  subject to the investment
restrictions  described  below.  It is the  advisor's  intention  that each fund
generally  will  consist  of common  stocks  and  equity-equivalent  securities.
However, subject to the specific limitations applicable to a fund, the funds'



2                                                 American Century Investments



management  teams may invest the  assets of each fund in varying  amounts  using
other investment  techniques,  such as those reflected in the table below,  when
such a course  is  deemed  appropriate  in order to  attempt  to attain a fund's
investment  objective.  Senior  securities  that are high-grade  issues,  in the
opinion of the managers also may be purchased for defensive purposes.


    Income is a primary or secondary  objective  of the Large Cap Value,  Value,
Small Cap Value,  Equity Income and Real Estate funds. As a result, a portion of
the portfolio of each of these funds may consist of debt securities.


    So long as a sufficient number of acceptable  securities are available,  the
managers intend to keep the funds fully  invested.  However,  under  exceptional
conditions, the funds may assume a defensive position, temporarily investing all
or a substantial portion of their assets in cash or short-term securities.

    The managers may use stock index  futures and options as a way to expose the
funds' cash assets to the market while  maintaining  liquidity.  As mentioned in
the Prospectuses,  the managers may not leverage the funds' portfolios, so there
is no  greater  market  risk to the  funds  than if they  purchase  stocks.  See
"Derivative  Securities,"  page 6, and "Short-Term  Securities" and "Futures and
Options," page 9.


DETAILED INFORMATION ABOUT THE FUNDS

INVESTMENT STRATEGIES AND RISKS


    This section describes various  investment  vehicles and techniques that the
fund  managers  can use in managing a fund's  assets.  It also details the risks
associated  with each,  because each  technique  contributes to a fund's overall
risk profile. To determine whether a fund may invest in a particular  investment
vehicle, consult the table below.


EQUITY EQUIVALENTS


    In addition to  investing  in common  stocks,  the funds may invest in other
equity  securities and equity  equivalents,  including  securities that permit a
fund to receive an equity  interest in an issuer,  the opportunity to acquire an
equity  interest  in an issuer,  or the  opportunity  to receive a return on its
investment  that  permits  the fund to benefit  from the growth over time in the
equity of an  issuer.  Examples  of equity  securities  and  equity  equivalents
include  preferred  stock,  convertible  preferred  stock and  convertible  debt
securities.


    Each fund will limit its holdings of  convertible  debt  securities to those
that,  at the time of  purchase,  are rated at least B- by S&P or B3 by Moody's,
or, if not rated by S&P or Moody's, are of equivalent

<TABLE>
                                Large Cap    Value     Small Cap    Equity    Equity    Real Estate
                                  Value                  Value      Income    Index        Fund
- ---------------------------------------------------------------------------------------------------
<S>                                <C>         <C>         <C>        <C>       <C>         <C>

Equity Equivalents                 x           x           x          x         x           x
Debt Securities                    x           x           x          x         x           x
Foreign Securities                35%         35%         35%        35%        x           --
Convertible Debt Securities        x           x           x          x         x           x
Short Sales                        x           x           x          x         x           x
Portfolio Lending               33 1/3%      33 1/3%     33 1/3%    33 1/3%   33 1/3%     33 1/3%
Derivative Securities              x           x           x          x         x           x
Investments in Companies with
   Limited Operating Histories     5%          5%          5%         5%        5%          5%
Other Investment Companies        10%         10%         10%        10%       10%         10%
Repurchase Agreements              x           x           x          x         x           x
When-Issued and Forward
   Commitment Agreements           x           x           x          x         x           x
Illiquid Securities               15%         15%         15%        15%       15%         15%
Restricted Securities              x           x           x          x         x           x
Short-Term Securities              x           x           x          x         x           x
Futures and Options                x           x           x          x         x           x
Forward Currency
Exchange Contracts                 x           x           x          x         x           x
</TABLE>



Statement of Additional Information                                            3



investment  quality  as  determined  by the  advisor.  A fund's  investments  in
convertible  debt  securities  and  other   high-yield,   non-convertible   debt
securities  rated  below  investment-grade  will  comprise  less than 35% of the
fund's net assets.  Debt securities rated below the four highest  categories are
not considered "investment-grade" obligations. These securities have speculative
characteristics and present more credit risk than investment-grade  obligations.
For a description of the S&P and Moody's ratings categories, see "Explanation of
Fixed-Income  Securities  Ratings," page 30. Equity equivalents also may include
securities  whose  value or  return  is  derived  from the  value or return of a
different  security.  Depositary  receipts,  which are described in the "Foreign
Securities"  section, are an example of the type of derivative security in which
a fund might invest.


DEBT SECURITIES

    Each of the funds may invest in debt  securities.  Large Cap  Value,  Value,
Small Cap Value,  Equity Income and Real Estate have the creation of income as a
primary or secondary investment  objective.  As a result, these funds may invest
in debt securities where the fund managers believe such securities  represent an
attractive  investment for the funds. It is intended that these funds may invest
in debt  securities  for income or as a  defensive  strategy  when the  managers
believe adverse economic or market conditions exist.


    Equity  Index  invests  in debt  securities  primarily  for cash  management
purposes. The debt securities in which Equity Index invests generally consist of
short-term securities.

    The  value of the debt  securities  in  which  the  funds  may  invest  will
fluctuate  based upon  changes in interest  rates and the credit  quality of the
issuer.  Debt securities that comprise part of a fund's  fixed-income  portfolio
will be limited primarily to "investment-grade" obligations.  However, each fund
may invest up to 5% of its assets in "high-yield" securities. "Investment grade"
means that at the time of purchase,  such  obligations are rated within the four
highest categories by a nationally  recognized  statistical rating  organization
(for example, at least Baa by Moody's Investors Service, Inc. or BBB by Standard
& Poor's Corporation), or, if not rated, are of equivalent investment quality as
determined  by the fund's  advisor.  According  to Moody's,  bonds rated Baa are
medium-grade and possess some speculative  characteristics.  A BBB rating by S&P
indicates S&P's belief that a security exhibits a satisfactory  degree of safety
and  capacity  for  repayment,  but  is  more  vulnerable  to  adverse  economic
conditions and changing circumstances.

    "High-yield"  securities,  sometimes referred to as "junk bonds," are higher
risk,  non-convertible  debt obligations  that are rated below  investment-grade
securities, or are unrated, but with similar credit quality.

    There are no credit or maturity restrictions on the fixed-income  securities
in which the  high-yield  portion of a fund's  portfolio  may be invested.  Debt
securities rated lower than Baa by Moody's or BBB by S&P or their equivalent are
considered  by  many  to  be  predominantly  speculative.  Changes  in  economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered  for purchase by the fund are analyzed by the  investment  manager to
determine,  to the extent reasonably  possible,  that the planned  investment is
sound,  given  the  investment  objective  of  the  fund.  See  "Explanation  of
Fixed-Income Securities Ratings," page 30.

    The funds will not  necessarily  dispose  of  high-yield  securities  if the
aggregate value of such securities  exceeds 5% of a fund's assets, if such level
is exceeded as a result of market  appreciation  of the value of such securities
or market depreciation of the value of the other assets of the fund. Rather, the
fund managers will cease purchasing any additional  high-yield  securities until
the value of such  securities  is less  than 5% of the  fund's  assets  and will
monitor  such  investments  to  determine   whether   continuing  to  hold  such
investments is likely to assist the fund in meeting its investment objectives.

    In addition,  the value of a fund's  investments in fixed-income  securities
will change as prevailing interest rates change. In general,  the prices of such
securities  vary inversely  with interest  rates.  As prevailing  interest rates
fall,  the  prices of bonds and other  securities  that  trade on a yield  basis
generally rise. When prevailing interest rates rise, bond prices generally fall.
These changes in value may,  depending  upon the  particular  amount and type of
fixed-income  securities  holdings of a fund, impact the net asset value of that
fund's shares.



4                                                   American Century Investments



    Notwithstanding  the fact that the funds  will  invest  primarily  in equity
securities,  under  exceptional  market or  economic  conditions,  the funds may
temporarily  invest  all or a  substantial  portion  of their  assets in cash or
investment-grade  short-term securities  (denominated in U.S. dollars or foreign
currencies).


    To the  extent  that a fund  assumes a  defensive  position,  it will not be
investing for capital growth.

FOREIGN SECURITIES


    Large Cap Value,  Value, Small Cap Value, Equity Income and Equity Index may
invest in the securities of foreign issuers,  including foreign  governments and
their agencies,  when these  securities  meet their standards of selection.  The
advisor defines "foreign issuer" as a company whose principal  trading market is
outside the United States.

    The funds may make such investments either directly in foreign securities or
indirectly by purchasing depositary receipts for foreign securities.  Depositary
receipts,  depositary shares or similar  instruments  (collectively  "depositary
receipts") are securities that are listed on exchanges or quoted in the domestic
over-the-counter  markets  in one  country,  but  represent  shares  of  issuers
domiciled in another country.  Direct  investments in foreign  securities may be
made either on foreign securities exchanges or in the over-the-counter markets.

    The funds may invest in common  stocks,  convertible  securities,  preferred
stocks,  bonds,  notes and other debt  securities  of foreign  issuers,  foreign
governments  and their  agencies.  Large Cap Value,  Value,  Small Cap Value and
Equity  Income  will limit  their  purchase  of foreign  securities  to those of
issuers whose principal business activities are located in developed  countries.
The advisor  considers  "developed  countries"  to include  Australia,  Austria,
Belgium, Canada, Denmark,  Finland, France, Germany,  Ireland, Italy, Japan, the
Netherlands,  New Zealand, Norway,  Portugal,  Spain, Sweden,  Switzerland,  the
United Kingdom and the United States.


    Investments in foreign securities may present certain risks, including:

    Currency Risk. The value of the foreign investments held by the funds may be
significantly  affected by changes in currency  exchange rates. The dollar value
of a foreign  security  generally  decreases  when the value of the dollar rises
against the foreign  currency in which the security is denominated  and tends to
increase when the value of the dollar falls against such currency.  In addition,
the value of fund assets may be affected by losses and other  expenses  incurred
in converting  between various  currencies in order to purchase and sell foreign
securities and by currency restrictions,  exchange control regulation,  currency
devaluations and political developments.

    Political and Economic Risk. The economies of many of the countries in which
the funds invest are not as  developed  as the economy of the United  States and
may  be  subject  to  significantly   different  forces.   Political  or  social
instability,  expropriation,  nationalization,  or  confiscatory  taxation,  and
limitations on the removal of funds or other assets, could also adversely affect
the value of investments.  Further,  the funds may encounter  difficulties or be
unable to enforce ownership rights, pursue legal remedies or obtain judgments in
foreign courts.

    Regulatory  Risk.  Foreign  companies  generally  are  not  subject  to  the
regulatory  controls  imposed on U.S.  issuers  and, in  general,  there is less
publicly available  information about foreign securities than is available about
domestic  securities.   Many  foreign  companies  are  not  subject  to  uniform
accounting,   auditing  and  financial   reporting   standards,   practices  and
requirements  comparable to those applicable to domestic companies.  Income from
foreign securities owned by the funds may be reduced by a withholding tax at the
source, which would reduce dividend income payable to shareholders.


    Market and Trading Risk.  Brokerage  commission rates in foreign  countries,
which  generally are fixed rather than subject to  negotiation  as in the United
States, are likely to be higher. The securities markets in many of the countries
in which the funds invest will have  substantially  less trading volume than the
principal U.S. markets.  As a result,  the securities of some companies in these
countries may be less liquid and more volatile than comparable U.S.  securities.
Furthermore,  one securities  broker may represent all or a significant  part of
the trading  volume in a particular  country,  resulting in higher trading costs
and decreased  liquidity due to a lack of alternative  trading  partners.  There
generally  is less  government  regulation  and  supervision  of  foreign  stock
exchanges,  brokers  and  issuers,  which  may  make  it  difficult  to  enforce
contractual obligations.



     Statement of Additional Information                                       5


    Clearance  and  Settlement  Risk.   Foreign  securities  markets  also  have
different clearance and settlement procedures, and in certain markets there have
been times  when  settlements  have been  unable to keep pace with the volume of
securities  transactions,  making it  difficult  to conduct  such  transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the funds are  uninvested and no return is earned  thereon.  The inability of
the funds to make intended  security  purchases due to clearance and  settlement
problems  could  cause the funds to miss  attractive  investment  opportunities.
Inability to dispose of portfolio  securities  due to clearance  and  settlement
problems  could result either in losses to the funds due to subsequent  declines
in the  value of the  portfolio  security  or,  if the fund has  entered  into a
contract to sell the security, liability to the purchaser.

    Ownership  Risk.  Evidence of securities  ownership may be uncertain in many
foreign countries.  As a result, there may be a risk that a fund's trade details
could be incorrectly  or  fraudulently  entered at the time of the  transaction,
resulting in a loss to the fund.

CONVERTIBLE DEBT SECURITIES

    A  convertible  debt  security is a  fixed-income  security  that offers the
potential for capital appreciation through a conversion feature that enables the
holder to convert the  fixed-income  security  into a stated number of shares of
common stock. As fixed-income securities,  convertible debt securities provide a
stable  stream of income,  with  generally  higher  yields than  common  stocks.
Because  convertible  debt  securities  offer  the  potential  to  benefit  from
increases in the market price of the  underlying  common  stock,  however,  they
generally offer lower yields than non-convertible securities of similar quality.
Of  course,  like all  fixed-income  securities,  there can be no  assurance  of
current income because the issuers of the convertible  securities may default on
their  obligations.   In  addition,   there  can  be  no  assurance  of  capital
appreciation because the value of the underlying common stock will fluctuate.


    Convertible debt securities  generally are subordinated to other similar but
non-convertible debt securities of the same issuer,  although convertible bonds,
as corporate debt obligations, enjoy seniority in right of payment to all equity
securities.   Because  of  the  subordination  feature,   however,   convertible
securities   typically   have  lower  ratings  than  similar  non-   convertible
securities.


SHORT SALES

    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short.

    In a short sale, the seller does not immediately deliver the securities sold
and is said to have a short position in those  securities until delivery occurs.
To make delivery to the purchaser,  the executing  broker borrows the securities
being  sold  short  on  behalf  of the  seller.  While  the  short  position  is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If a fund  engages in a short sale,  the  collateral  account  will be
maintained by the fund's custodian.  While the short sale is open, the fund will
maintain in a segregated  custodial account an amount of securities  convertible
into, or  exchangeable  for, such equivalent  securities at no additional  cost.
These securities would constitute the fund's long position.

    A fund may make a short sale, as described above,  when it wants to sell the
security  it owns at a  current  attractive  price,  but  also  wishes  to defer
recognition  of gain or loss for  federal  income  tax  purposes.  There will be
certain  additional  transaction costs associated with short sales, but the fund
will endeavor to offset these costs with income from the  investment of the cash
proceeds of short sales.

PORTFOLIO LENDING


    In order  to  realize  additional  income,  a fund  may  lend its  portfolio
securities.  Such loans may not exceed  one-third  of the  fund's  total  assets
valued  at  market  except  (i)  through  the  purchase  of debt  securities  in
accordance with its investment objectives,  policies and limitations, or (ii) by
engaging in repurchase agreements with respect to portfolio securities.


DERIVATIVE SECURITIES


    To the extent permitted by its investment  objectives and policies,  each of
the funds may invest in securities  that are commonly  referred to as derivative
securities. Generally a derivative is a financial



6                                                    American Century Investment



arrangement,  the  value of which is  based  on or  derived  from a  traditional
security,  asset or market index.  Certain  derivative  securities are described
more accurately as index/structured securities.  Index/structured securities are
derivative  securities  whose  value or  performance  is linked to other  equity
securities (such as depositary receipts), currencies, interest rates, indices or
other financial indicators (reference indices).


    Some  derivatives,   such  as   mortgage-related   and  other   asset-backed
securities, are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.


    There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect a fund from exposure to changing  interest rates,  securities
prices  or  currency  exchange  rates,  and for cash  management  purposes  as a
low-cost method of gaining  exposure to a particular  securities  market without
investing directly in those securities.


    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose  underlying value is linked to the price of oil would
not be a permissible  investment because the funds may not invest in oil and gas
leases or futures.

    The return on a derivative security may increase or decrease, depending upon
changes in the reference index or instrument to which it relates.

    There  are  a  range  of  risks  associated  with  derivative   investments,
including:

*    the risk that the underlying security, interest rate, market index or other
     financial   asset  will  not  move  in  the  direction  the  fund  managers
     anticipate;

*    the  possibility  that  there may be no  liquid  secondary  market,  or the
     possibility that price  fluctuation  limits may be imposed by the exchange,
     either of which may make it difficult or impossible to close out a position
     when desired;

*    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a fund's initial investment; and

*    the risk that the counterparty will fail to perform its obligations.

    The  Board  of  Directors  has  approved  the  advisor's   policy  regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection  with a purchase of derivative  securities.  The policy
also establishes a committee that must review certain proposed  purchases before
the  purchases  can be  made.  The  advisor  will  report  on fund  activity  in
derivative securities to the Board of Directors as necessary.  In addition,  the
Board  will  review  the  advisor's  policy for  investments  in the  derivative
securities annually.

INVESTMENT IN COMPANIES WITH LIMITED OPERATING HISTORIES

    The funds may invest a portion of their assets in the  securities of issuers
with limited operating histories. The fund managers consider an issuer to have a
limited  operating  history if that issuer has a record of less than three years
of  continuous  operation.   The  managers  will  consider  periods  of  capital
formation,   incubation,   consolidations,   and  research  and  development  in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.

    Investments  in securities of issuers with limited  operating  histories may
involve greater risks than investments in securities of more mature issuers.  By
their nature,  such issuers  present limited  operating  histories and financial
information upon which the managers may base their investment decision on behalf
of the funds.  In  addition,  financial  and other  information  regarding  such
issuers, when available, may be incomplete or inaccurate.

OTHER INVESTMENT COMPANIES

    Each of the funds may invest up to 10% of its total  assets in other  mutual
funds,  including  those  of  the  advisor,  provided  that  the  investment  is
consistent  with the fund's  investment  policies  and  restrictions.  Under the
Investment  Company  Act, a fund's  investment  in such  securities,  subject to
certain exceptions,  currently is limited to (a) 3% of the total voting stock of
any one  investment  company;  (b) 5% of the fund's total assets with respect to
any one  investment  company;  and  (c)  10% of a  fund's  total  assets  in the
aggregate. Such purchases will be made in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than the customary
brokers'  commissions.  As a shareholder of another  investment  company, a fund
would bear, along with other


Statement of Additional Information                                           7


shareholders,  its pro rata portion of the other investment  company's expenses,
including  advisory fees.  These expenses would be in addition to the management
fee that each fund bears directly in connection with its own operations.

REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under the Securities  Exchange Act of 1934) agrees to purchase it on a specified
date in the future at an agreed-upon  price.  The  repurchase  price reflects an
agreed-upon  interest  rate during the time the fund's  money is invested in the
security.

    Because the  security  purchased  constitutes  security  for the  repurchase
obligation,  a repurchase  agreement can be considered a loan  collateralized by
the security purchased.  The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in  disposing  of the  collateral,  which would  reduce the
amount realized  thereon.  If the seller seeks relief under the bankruptcy laws,
the  disposition of the collateral may be delayed or limited.  To the extent the
value of the security decreases, the fund could experience a loss.

    The funds will limit repurchase agreement  transactions to securities issued
by the U.S.  government and its agencies and  instrumentalities,  and will enter
into such  transactions  with those banks and securities  dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

    No fund will  invest  more than 15% of its assets in  repurchase  agreements
maturing in more than seven days.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

    The funds may  sometimes  purchase new issues of securities on a when-issued
or forward  commitment  basis in which the transaction  price and yield are each
fixed at the time the  commitment is made,  but payment and delivery  occur at a
future date (typically 15 to 45 days later).

    When purchasing  securities on a when-issued or forward  commitment basis, a
fund assumes the rights and risks of ownership, including the risks of price and
yield  fluctuations.  Market rates of interest on debt securities at the time of
delivery  may be higher or lower than those  contracted  for on the  when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund.  While the fund will make  commitments
to purchase or sell  securities  with the  intention  of actually  receiving  or
delivering them, it may sell the securities  before the settlement date if doing
so is deemed advisable as a matter of investment strategy.


    In purchasing  securities on a when-issued  or forward  commitment  basis, a
fund will establish and maintain a segregated  account  consisting of cash, cash
equivalents or other appropriate  liquid securities until the settlement date in
an amount  sufficient to meet the purchase price. When the time comes to pay for
the  when-issued  securities,  a fund will meet its  obligations  with available
cash, through the sale of securities,  or, although it would not normally expect
to do so, by selling the  when-issued  securities  themselves  (which may have a
market  value  greater  or less than the  fund's  payment  obligation).  Selling
securities to meet  when-issued or forward  commitment  obligations may generate
taxable capital gains or losses.


RESTRICTED AND ILLIQUID SECURITIES

    The  funds  may,  from  time  to  time,   purchase  restricted  or  illiquid
securities,  including  Rule  144A  securities,  when  they  present  attractive
investment  opportunities that otherwise meet the funds' criteria for selection.
Rule 144A  securities are securities  that are privately  placed with and traded
among qualified institutional investors rather than the general public. Although
Rule  144A  securities  are  considered  restricted  securities,  they  are  not
necessarily illiquid.


    With respect to securities eligible for resale under Rule 144A, the staff of
the  Securities  and Exchange  Commission  (SEC) has taken the position that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the Board of Directors to determine,  based
upon a consideration of the readily  available trading markets and the review of
any contractual restrictions. Accordingly, the Board of Directors is responsible
for developing and establishing the guidelines and



8                                                   American Century Investments



procedures for determining the liquidity of Rule 144A securities.  As allowed by
Rule 144A,  the Board of Directors  of the funds has  delegated  the  day-to-day
function of  determining  the liquidity of Rule 144A  securities to the advisor.
The Board  retains  the  responsibility  to monitor  the  implementation  of the
guidelines and procedures it has adopted.


    Because  the  secondary  market  for such  securities  is limited to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A or other
security  that is illiquid.  In such an event,  the fund  managers will consider
appropriate remedies to minimize the effect on such fund's liquidity.

SHORT-TERM SECURITIES

    In order to meet  anticipated  redemptions,  to hold pending the purchase of
additional  securities for a fund's portfolio,  or, in some cases, for temporary
defensive  purposes,  the funds may  invest a portion  of their  assets in money
market and other short-term securities.

    Examples of those securities include:


    * Securities  issued or guaranteed by the U.S.  government  and its agencies
    and instrumentalities;

    * Commercial Paper;

    * Certificates of Deposit and Euro Dollar  Certificates of Deposit;

    * Bankers' Acceptances;

    * Short-term notes, bonds, debentures or other debt instruments; and

    * Repurchase agreements.


    In addition,  each fund may invest up to 5% of its total assets in any money
market  fund,  including  those  advised by the advisor or, if  applicable,  the
subadvisor.

FUTURES AND OPTIONS

    Each fund may enter into  futures  contracts,  options or options on futures
contracts. Generally, futures transactions will be used to:


    * protect against a decline in market value of the fund's securities (taking
    a short futures position), or


    * protect  against the risk of an increase in market value for securities in
    which  the fund  generally  invests  at a time  when  the fund is not  fully
    invested (taking a long futures position), or

    * provide a temporary  substitute for the purchase of an individual security
    that may not be purchased in an orderly fashion.

    Some futures and options  strategies,  such as selling futures,  buying puts
and writing calls, hedge a fund's investments against price fluctuations.  Other
strategies,  such as buying  futures,  writing  puts and buying  calls,  tend to
increase market exposure.

    Although other techniques may be used to control a fund's exposure to market
fluctuations,  the use of futures  contracts  may be a more  effective  means of
hedging this  exposure.  While a fund pays  brokerage  commissions in connection
with opening and closing out futures  positions,  these costs are lower than the
transaction   costs  incurred  in  the  purchase  and  sale  of  the  underlying
securities.


    For example, the sale of a future by a fund means the fund becomes obligated
to deliver the security  (or  securities,  in the case of an index  future) at a
specified  price on a specified  date.  The  purchase of a future means the fund
becomes  obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another  party of a specific  security at a specified  future time and price.
The fund  managers  may  engage in futures  and  options  transactions  based on
securities  indices that are consistent with the fund's  investment  objectives.
Examples of indices  that may be used  include the Bond Buyer Index of Municipal
Bonds  for  fixed-income  funds,  or the S&P 500  Index for  equity  funds.  The
managers also may engage in futures and options  transactions  based on specific
securities,  such as U.S. Treasury bonds or notes.  Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. government agency.


    Index futures  contracts differ from traditional  futures  contracts in that
when  delivery  takes place,  no stocks or bonds change  hands.  Instead,  these
contracts  settle in cash at the spot market value of the index.  Although other
types of futures contracts by their terms call for actual delivery or acceptance
of the underlying securities, in most cases the contracts are


Statement of Additional Information                                            9


closed out before  the  settlement  date.  A futures  position  may be closed by
taking an opposite  position in an identical  contract (i.e.,  buying a contract
that has  previously  been sold or selling a contract that has  previously  been
bought).


    Unlike when the fund purchases or sells a bond, no price is paid or received
by the fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount.  This amount is known as initial margin.  The
margin  deposit is intended to ensure  completion  of the contract  (delivery or
acceptance  of the  underlying  security) if it is not  terminated  prior to the
specified   delivery  date.  A  margin   deposit  does  not  constitute   margin
transactions for purposes of the fund's investment restrictions. Minimum initial
margin requirements are established by the futures exchanges and may be revised.
In addition,  brokers may establish margin deposit  requirements that are higher
than  the  exchange   minimums.   Cash  held  in  the  margin   account  is  not
income-producing.  Subsequent payments to and from the broker,  called variation
margin,  will be made on a daily  basis  as the  price  of the  underlying  debt
securities  or index  fluctuates,  making the future  more or less  valuable,  a
process known as marking the contract to market. Changes in variation margin are
recorded  by the fund as  unrealized  gains  or  losses.  At any  time  prior to
expiration of the future,  the fund may elect to close the position by taking an
opposite  position that will operate to terminate its position in the future.  A
final  determination  of  variation  margin  is then  made;  additional  cash is
required to be paid by or released to the fund,  and the fund realizes a loss or
gain.


Risks Related to Futures and Options Transactions

    Futures and options  prices can be  volatile,  and trading in these  markets
involves  certain risks. If the fund managers apply a hedge at an  inappropriate
time or judge  interest rate or equity market  trends  incorrectly,  futures and
options strategies may lower a fund's return.

    A fund could suffer losses if it is unable to close out its position because
of an illiquid secondary market.  Futures contracts may be closed out only on an
exchange that provides a secondary market for these  contracts,  and there is no
assurance that a liquid secondary  market will exist for any particular  futures
contract at any particular time. Consequently, it may not be possible to close a
futures position when the fund managers  consider it appropriate or desirable to
do so. In the event of adverse  price  movements,  a fund would be  required  to
continue making daily cash payments to maintain its required margin. If the fund
had insufficient cash, it might have to sell portfolio  securities to meet daily
margin  requirements  at a time when the fund managers would not otherwise elect
to do so. In  addition,  a fund may be required  to deliver or take  delivery of
instruments  underlying  futures contracts it holds. The fund managers will seek
to minimize these risks by limiting the contracts  entered into on behalf of the
funds to those traded on national futures  exchanges and for which there appears
to be a liquid secondary market.

    A fund  could  suffer  losses  if the  prices  of its  futures  and  options
positions were poorly  correlated with its other  investments,  or if securities
underlying futures contracts  purchased by a fund had different  maturities than
those of the portfolio  securities being hedged. Such imperfect  correlation may
give rise to  circumstances in which a fund loses money on a futures contract at
the same time that it experiences a decline in the value of its hedged portfolio
securities.  A fund also could lose  margin  payments  it has  deposited  with a
margin broker, if, for example, the broker became bankrupt.

    Most futures exchanges limit the amount of fluctuation  permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price  beyond  the  limit.  However,  the  daily  limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily  limit for  several  consecutive  trading  days with little or no trading,
thereby  preventing prompt  liquidation of futures positions and subjecting some
futures traders to substantial losses.


10                                                 American Century Investments


Options on Futures

    By purchasing an option on a futures contract, a fund obtains the right, but
not the  obligation,  to sell the futures  contract (a put option) or to buy the
contract (a call  option) at a fixed  strike  price.  A fund can  terminate  its
position in a put option by allowing it to expire or by  exercising  the option.
If the  option  is  exercised,  the fund  completes  the sale of the  underlying
security at the strike price.  Purchasing  an option on a futures  contract does
not require a fund to make margin payments unless the option is exercised.

    Although  they do not  currently  intend  to do so,  the funds may write (or
sell)  call  options  that  obligate  them to sell  (or  deliver)  the  option's
underlying  instrument upon exercise of the option.  While the receipt of option
premiums would mitigate the effects of price  declines,  the funds would give up
some ability to participate in a price increase on the underlying security. If a
fund were to engage in options  transactions,  it would own the futures contract
at the time a call were  written  and would  keep the  contract  open  until the
obligation to deliver it pursuant to the call expired.

Restrictions on the Use of Futures Contracts and Options

    Under the Commodity  Exchange Act, a fund may enter into futures and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed to initial  margin and option  premiums or (b) for purposes other than
hedging, provided that assets committed to initial margin and option premiums do
not exceed 5% of the fund's total  assets.  To the extent  required by law, each
fund will segregate cash or securities on its records in an amount sufficient to
cover its obligations under the futures contracts and options.

FORWARD CURRENCY EXCHANGE CONTRACTS


    Each fund may  purchase  and sell  foreign  currency on a spot (i.e.,  cash)
basis and may engage in forward currency contracts, currency options and futures
transactions   for  hedging  or  any  other  lawful  purpose.   See  "Derivative
Securities," page 6.

    The funds expect to use forward contracts under two circumstances:


    (1) When  the  fund  managers  wish to lock in the  U.S.  dollar  price of a
security  when a fund is  purchasing  or  selling a  security  denominated  in a
foreign currency,  the fund would be able to enter into a forward contract to do
so; or

    (2) When the fund managers believe that the currency of a particular foreign
country may suffer a substantial  decline against the U.S.  dollar, a fund would
be able to enter into a forward  contract to sell  foreign  currency for a fixed
U.S.  dollar  amount  approximating  the  value of some or all of its  portfolio
securities  either  denominated  in,  or whose  value is tied to,  such  foreign
currency.

    In the first circumstance,  when a fund enters into a trade for the purchase
or sale of a security denominated in a foreign currency,  it may be desirable to
establish (lock in) the U.S.  dollar cost or proceeds.  By entering into forward
contracts  in U.S.  dollars  for the  purchase  or  sale of a  foreign  currency
involved in an underlying security transaction, the fund will be able to protect
itself against a possible loss between trade and settlement dates resulting from
the adverse change in the  relationship  between the U.S.  dollar at the subject
foreign currency.

    Under the  second  circumstance,  when the fund  managers  believe  that the
currency of a particular  country may suffer a substantial  decline  relative to
the U.S.  dollar, a fund could enter into a foreign contract to sell for a fixed
dollar amount the amount in foreign  currencies  approximating the value of some
or all of its portfolio securities either denominated in, or whose value is tied
to, such  foreign  currency.  The fund will  segregate  on its  records  cash or
securities in an amount sufficient to cover its obligations under the contract.

    The  precise  matching  of forward  contracts  in the  amounts and values of
securities involved generally would not be possible because the future values of
such foreign  currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely difficult, and the successful execution of short-term hedging strategy
is  highly  uncertain.  The fund  managers  do not  intend  to enter  into  such
contracts  on a regular  basis.  Normally,  consideration  of the  prospect  for
currency parities will be incorporated into the long-term  investment  decisions
made with  respect  to overall  diversification  strategies.  However,  the fund
managers believe that it is important to have flexibility to enter


Statement of Additional Information                                           11


into such forward contracts when they determine that a fund's best interests may
be served.

    At the  maturity  of the  forward  contract,  the fund may  either  sell the
portfolio  security and make delivery of the foreign currency,  or it may retain
the security and  terminate the  obligation  to deliver the foreign  currency by
purchasing  an  offsetting  forward  contract  with  the  same  currency  trader
obligating  the fund to purchase,  on the same maturity date, the same amount of
the foreign currency.

    It is impossible  to forecast  with  absolute  precision the market value of
portfolio securities at the expiration of the forward contract.  Accordingly, it
may be necessary for a fund to purchase  additional foreign currency on the spot
market  (and bear the  expense  of such  purchase)  if the  market  value of the
security is less than the amount of foreign  currency  the fund is  obligated to
deliver and if a decision is made to sell the security and make  delivery of the
foreign currency the fund is obligated to deliver.

INVESTMENT POLICIES


    Unless otherwise indicated, with the exception of the percentage limitations
on borrowing,  the following  restrictions  apply at the time  transactions  are
entered into.  Accordingly,  any later increase or decrease beyond the specified
limitation resulting from a change in a fund's net assets will not be considered
in determining whether it has complied with its investment restrictions.


FUNDAMENTAL INVESTMENT POLICIES


    The funds are  subject to the  following  investment  restrictions  that are
fundamental  and  may not be  changed  without  approval  of a  majority  of the
outstanding  votes of  shareholders  of a fund, as determined in accordance with
the Investment Company Act.

Subject            Policy
- --------------------------------------------------------------------------------
Senior           Securities  A fund may not issue senior  securities,  except as
                 permitted under the Investment Company Act.
- --------------------------------------------------------------------------------
Borrowing        A fund may not borrow money,  except for temporary or emergency
                 purposes (not for  leveraging or  investment)  in an amount not
                 exceeding 33 1/3% of the fund's total assets.
- --------------------------------------------------------------------------------
Lending          A fund may not lend any  security or make any other loan if, as
                 a result, more than 33 1/3% of the fund's total assets would be
                 lent to other parties,  except (i) through the purchase of debt
                 securities  in  accordance  with  its  investment   objectives,
                 policies  and  limitations,  or (ii) by engaging in  repurchase
                 agreements with respect to portfolio securities.
- --------------------------------------------------------------------------------
Real Estate      A fund may not purchase or sell real estate unless acquired as
                 a result of ownership of securities or other instruments. This
                 policy shall not prevent a fund from investing in securities or
                 other instruments backed by real estate or securities of
                 companies that deal in real estate or are engaged in the real
                 estate business.
- --------------------------------------------------------------------------------
Concentration    Large Cap Value, Value, Small Cap Value and Equity Income may
                 not concentrate their investments in securities of issuers in a
                 particular industry (other than securities issued or guaranteed
                 by the U.S.  government or any of its agencies or
                 instrumentalities).
- --------------------------------------------------------------------------------
Underwriting     A fund may not act as an  underwriter  of securities  issued by
                 others, except to the extent that the fund may be considered an
                 underwriter within the meaning of the Securities Act of 1933 in
                 the disposition of restricted securities.
- --------------------------------------------------------------------------------
Commodities      A fund may not purchase or sell physical commodities unless
                 acquired as a result of ownership of securities or other
                 instruments, provided that this limitation shall not prohibit
                 the fund from purchasing  or selling options and futures
                 contracts or from investing in securities or other instruments
                 backed by physical commodities.
- --------------------------------------------------------------------------------
Control          A fund may not invest for purposes of  exercising  control over
                 management.
- --------------------------------------------------------------------------------



12                                                  American Century Investments



NONFUNDAMENTAL INVESTMENT POLICIES

  In  addition,  the funds are subject to the  following  additional  investment
restrictions  that  are not  fundamental  and may be  changed  by the  Board  of
Directors.

Subject              Policy
- --------------------------------------------------------------------------------
Diversification      A fund may not purchase additional investment securities
                     at any time during which  outstanding  borrowings exceed 5%
                     of the total assets of the fund.
- --------------------------------------------------------------------------------
Liquidity            A fund may not purchase any security or enter into a
                     repurchase agreement if, as a result, more than 15% of its
                     net assets would be invested in repurchase agreements not
                     entitling the holder to payment of principal and interest
                     within seven days and in securities that are illiquid by
                     virtue of legal or contractual restrictions on resale or
                     the absence of a readily available market.
- --------------------------------------------------------------------------------
Short Sales          A fund may not sell securities short unless it owns or has
                     the right to obtain securities equivalent in kind and
                     amount to the securities sold short, and provided that
                     transactions in futures contracts and options are not
                     deemed to constitute selling securities short.
- --------------------------------------------------------------------------------
Margin               A fund may not  purchase  securities  on margin,  except to
                     obtain such  short-term  credits as are  necessary  for the
                     clearance  of   transactions,   and  provided  that  margin
                     payments in connection  with futures  contracts and options
                     on  futures  contracts  shall  not  constitute   purchasing
                     securities on margin.
- --------------------------------------------------------------------------------
Futures and Options  A fund may enter into futures contracts and write and buy
                     put and call options relating to futures contracts. A fund
                     may not, however, enter into leveraged futures transactions
                     if it would be possible for the fund to lose more money
                     than it invested.
- --------------------------------------------------------------------------------
Issuers with         A fund may invest up to 5% of its assets in the
Limited              securities of issuers with limited operating histories.
Operating Histories  An issuer is considered to have a limited operating history
                     if that issuer has a record of less than three years of
                     continuous operation. Periods of capital formation,
                     incubation, consolidations, and research and development
                     may be considered in determining whether a particular
                     issuer has a record of three years of continuous operation.


The  Investment  Company  Act  imposes  certain  additional   restrictions  upon
acquisition  by  the  funds  of  securities   issued  by  insurance   companies,
broker-dealers,  underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined.  It also defines and forbids the creation
of cross and  circular  ownership.  Neither the SEC nor any other  agency of the
federal or state government  participates in or supervises the management of the
funds or their investment practices or policies.


    For purposes of the investment restriction relating to concentration,  Large
Cap Value,  Value,  Small Cap Value and Equity  Income  shall not  purchase  any
securities  that would cause 25% or more of the value of the fund's total assets
at the time of purchase to be invested in the  securities of one or more issuers
conducting their principal  business  activities in the same industry,  provided
that (a) there is no limitation with respect to obligations issued or guaranteed
by the U.S. government; any state, territory or possession of the United States;
the   District   of   Columbia;   or  any  of   their   authorities,   agencies,
instrumentalities or political subdivisions and repurchase agreements secured by
such instruments; (b) wholly owned finance companies will be considered to be in
the  industries of their parents if their  activities  are primarily  related to
financing the activities of the parents; (c) utilities will be divided according
to their  services,  for  example,  gas,  gas  transmission,  electric  and gas,
electric and  telephone  will each be  considered a separate  industry;  and (d)
personal  credit and business  credit  businesses  will be  considered  separate
industries.


    For  purposes  of  determining  industry  groups  in  connection  with  this
restriction, the SEC ordinarily


     Statement of Additional Information                                     13



uses the Standard Industry  Classification codes developed by the U.S. Office of
Management and Budget. In the interest of ensuring adequate diversification, the
funds monitor industry  concentration  using a more restrictive list of industry
groups  than that  recommended  by the SEC.  The  advisor  believes  that  these
classifications  are reasonable  and are not so broad that the primary  economic
characteristics of the companies in a single class are materially different. The
use of these restrictive industry  classifications may, however, cause the funds
to forego investment possibilities that may otherwise be available to them under
the Investment Company Act.


PORTFOLIO TURNOVER


    The portfolio  turnover  rates of the funds (other than Large Cap Value) are
shown in the Financial Highlights tables in the Prospectuses.

    The fund managers will purchase and sell  securities  without  regard to the
length of time the  security  has been held.  Accordingly,  the funds'  rates of
port-folio turnover may be substantial.

    The fund managers intend to purchase a given security  whenever they believe
it will contribute to the stated objective of the fund. In order to achieve each
fund's investment objectives,  the managers may sell a given security, no matter
how long or how short a period it has been held in the portfolio,  and no matter
whether the sale is at a gain or at a loss,  if the  managers  believe  that the
security is not fulfilling its purpose,  either because,  among other things, it
did not live up to the  managers'  expectations,  or because it may be  replaced
with another  security  holding greater  promise,  or because it has reached its
optimum  potential,  or because of a change in the circumstances of a particular
company  or  industry  or in  general  economic  conditions,  or because of some
combination of such reasons.

    Because  investment  decisions are based on the anticipated  contribution of
the security in question to a fund's  objectives,  the managers believe that the
rate of portfolio  turnover is irrelevant when they believe a change is in order
to achieve the objectives.  As a result, a fund's annual portfolio turnover rate
cannot be  anticipated  and may be higher than other  mutual  funds with similar
investment objectives.  Higher turnover would generate  correspondingly  greater
brokerage  commissions,  which  is a cost  the  funds  pay  directly.  Portfolio
turnover also may affect the character of capital gains realized and distributed
by the fund, if any,  because  short-term  capital gains are taxable as ordinary
income.  This  disclosure   regarding  portfolio  turnover  is  a  statement  of
fundamental policy and may be changed only by a vote of the shareholders.


    Because the  managers do not take  portfolio  turnover  rate into account in
making investment decisions, (1) the managers have no intention of accomplishing
any  particular  rate of  portfolio  turnover,  whether high or low, and (2) the
portfolio  turnover rates in the past should not be considered as representative
of the rates that will be attained in the future.

S&P 500 INDEX


    The Equity Index fund seeks to achieve a 95% or better  correlation  between
its total  return  and the total  return of the S&P 500  Index.  Correlation  is
measured by comparing  the fund's  monthly total returns to those of the S&P 500
over the most recent 36-month period.

    The fund is not sponsored,  endorsed, sold or promoted by Standard & Poor's,
a  division  of  The  McGraw-Hill   Companies,   Inc.  ("S&P").   S&P  makes  no
representation or warranty, express or implied, to the owners of the fund or any
member of the public  regarding  the  advisability  of investing  in  securities
generally  or in the fund  particularly  or the  ability of the S&P 500 Index to
track  general stock market  performance.  S&P's only  relationship  to American
Century is the licensing of certain trademarks and trade names of S&P and of the
S&P 500 Index which is determined, composed and calculated by S&P without regard
to the fund. S&P has no obligation to take the needs of American  Century or the
owners of the fund into  consideration in determining,  composing or calculating
the  S&P  500  the  S&P  500  Index.  S&P is not  responsible  for  and  has not
participated  in the  determination  of the prices and amount of the fund or the
timing  of  the  issuance  or  sale  of the  fund  or in  the  determination  or
calculation  of the equation by which the fund is to be converted into cash. S&P
has no obligation or liability in connection with the administration,  marketing
or trading of the fund.


    S&P does not guarantee the accuracy  and/or the  completeness of the S&P 500
Index or any data


14                                                  American Century Investments



included therein and S&P shall have no liability for any errors,  omissions,  or
interruptions  therein.  S&P makes no  warranty,  express or implied,  as to the
results to be obtained by the fund,  owners of the fund,  or any other person or
entity from the use of the S&P 500 Index or any data included therein. S&P makes
no express or implied  warranties,  and expressly  disclaims  all  warranties of
merchantability  or fitness for a particular  purpose or use with respect to the
S&P  500  Index  or any  data  included  therein.  Without  limiting  any of the
foregoing,  in no event shall S&P have any liability for any special,  punitive,
indirect or consequential damages (including lost profits),  even if notified of
the possibility of such damages.


    In the future,  the fund may select a different  index if such a standard of
comparison  is  deemed  to be  more  representative  of the  performance  of the
securities the fund seeks to match.

MANAGEMENT

THE BOARD OF DIRECTORS

    The Board of  Directors  oversees the  management  of the funds and meets at
least quarterly to review reports about fund  operations.  Although the Board of
Directors  does not  manage  the  funds,  it has  hired  the  advisor  to do so.
Two-thirds of the directors are independent of the funds' advisor, that is, they
are not employed by and have no financial interest in the advisor.


    The  individuals  listed in the table  below  whose  names are  marked by an
asterisk (*) are  interested  persons of the funds (as defined in the Investment
Company Act) by virtue of, among other  considerations,  their  affiliation with
either the funds; the advisor,  American  Century  Investment  Management,  Inc.
(ACIM);  the funds'  agent for transfer and  administrative  services,  American
Century Services  Corporation (ACSC); the parent  corporation,  American Century
Companies,  Inc. (ACC) or ACC's subsidiaries;  the funds' distribution agent and
co-administrator,  Funds Distributor,  Inc. (FDI); or other funds advised by the
advisor.  Each director listed serves as a director of six registered investment
companies in the American Century family of funds, which are also advised by the
advisor.


<TABLE>

Name (Age)                   Position(s) Held        Principal Occupation(s)
Address                      with Fund                During Past Five Years
- ----------------------------------------------------------------------------------------
<S>                         <C>                      <C>
James E. Stowers, Jr.* (75)  Director, Chairman      Chairman, Director and
4500 Main St.                of the Board            controlling shareholder, ACC
Kansas City, MO 64111                                Chairman and Director, ACIM, ACSC and
                                                     ACIS Father of James E. Stowers III
- ----------------------------------------------------------------------------------------
James E. Stowers III* (40)    Director               Director and Chief Executive Officer,
4500 Main St.                                        ACC, ACIM, ASCS and ACIS
Kansas City, MO 64111                                Son of James E. Stowers, Jr.
- ----------------------------------------------------------------------------------------
Thomas A. Brown (59)          Director               Director of Plains States Development,
4500 Main St.                                        Applied Industrial Technologies, Inc.,
Kansas City, MO 64111                                a corporation engaged in the sale of
                                                     bearings and power transmission products
- ----------------------------------------------------------------------------------------
Robert W. Doering, M.D. (66)  Director               Retired, formerly a general surgeon
4500 Main St.
Kansas City, MO 64111
- ---------------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (54)    Director               Senior Vice President and Associate
4500 Main St.                                        Director, Midwest Research Institute
Kansas City, MO 64111
- ---------------------------------------------------------------------------------------
                                                       (continued on next page)



     Statement of Additional Information                                    15



Name (Age)                     Position(s) Held      Principal Occupation(s)
Address                        with Fund             During Past Five Years
- ---------------------------------------------------------------------------------------------
D.D. (Del) Hock (64)           Director               Retired, formerly Chairman, Public
4500 Main St.                                         Service Company of Colorado Director,
Kansas City, MO 64111                                 Service Tech, Inc., Hathaway
                                                      Corporation, and J.D. Edwards & Company
- ---------------------------------------------------------------------------------------------
Donald H. Pratt (61)           Director, Vice         Chairman and Director, Butler
4500 Main St.                  Chairman of the Board  Manufacturing Company
Kansas City, MO 64111
- ---------------------------------------------------------------------------------------------
Lloyd T. Silver, Jr. (71)      Director               President, LSC, Inc., manufacturer's
4500 Main St.                                         representative
Kansas City, MO 64111
- ---------------------------------------------------------------------------------------------
M. Jeannine Strandjord (53)    Director               Senior Vice President, Finance, Sprint
4500 Main St.                                         Corporation; Director, DST Systems, Inc.
Kansas City, MO 64111
- ---------------------------------------------------------------------------------------------


COMMITTEES


  The Board has four standing  committees to oversee  specific  functions of the
funds'  operations.  Information  about  these  committees  appears in the table
below. The director first named serves as chairman of the committee.

Committee       Members                 Function of Committee
- --------------------------------------------------------------------------------
Executive       James E. Stowers, Jr.   The Executive Committee performs the
                James E. Stowers III    functions of the Board of
                Donald H. Pratt         Directors between Board meetings, subject
                                        to the  limitations on its power set out
                                        in the Maryland General Corporation Law,
                                        and except for  matters  required by the
                                        Investment  Company Act to be acted upon
                                        by the whole Board.
- --------------------------------------------------------------------------------
Compliance      Thomas A. Brown         The Compliance Committee reviews the
                Donald H. Pratt         results of the funds' compliance
                Lloyd T. Silver, Jr.    testing program, reviews quarterly reports
                Andrea C. Hall, Ph.D.   from the advisor to the Board  regarding
                                        various compliance matters, and monitors
                                        the implementation of the funds' Code of
                                        Ethics,    including   any    violations
                                        thereof.
- --------------------------------------------------------------------------------
Audit           M. Jeannine Strandjord  The Audit Committee recommends the
                Robert W. Doering, M.D. engagement of the funds' independent
                D.D. (Del) Hock         auditors and oversees its activities.
                                        The committee  receives reports from the
                                        advisor's   Internal  Audit  Department,
                                        which is  accountable  to the committee.
                                        The committee  also  receives  reporting
                                        about compliance  matters  affecting the
                                        funds.
- --------------------------------------------------------------------------------
Nominating      Donald H. Pratt         The Nominating Committee primarily considers
                D.D. (Del) Hock         and recommends individuals for nomination
                James E. Stowers III    as directors. The names of potential
                                        director candidates are drawn from a
                                        numb of sources, including
                                        recommendations from Board members,
                                        management and shareholders. This
                                        committee also reviews and makes
                                        recommendations to the Board with
                                        respect to the composition of Board
                                        committees and other Board-related
                                        matters, including its organization,
                                        size, composition, responsibilities,
                                        functions and compensation.
- --------------------------------------------------------------------------------
</TABLE>



16                                                  American Century Investments


COMPENSATION OF DIRECTORS

    The directors also serve as directors for five American  Century  investment
companies  other than the  corporation.  Each  director who is not an interested
person as  defined in the  Investment  Company  Act  receives  compensation  for
service as a member of the Board of all six such  companies  based on a schedule
that takes into  account the number of meetings  attended  and the assets of the
funds for which the meetings are held. These fees and expenses are divided among
the six investment  companies  based,  in part,  upon their relative net assets.
Under the terms of the  management  agreement  with the  advisor,  the funds are
responsible for paying such fees and expenses.

    The following table shows the aggregate compensation paid by the corporation
for the periods  indicated and by the six  investment  companies  served by this
Board  to each  director  who is not an  interested  person  as  defined  in the
Investment Company Act.


Aggregate Director Compensation for Fiscal Year Ended March 31, 1999
- --------------------------------------------------------------------------------
                                                              Total
                                    Total                Compensation
                                Compensation               from the
                                   from the             American Century
Name of Director                   Funds (1)          Family of Funds( (2))
- --------------------------------------------------------------------------------
Thomas A. Brown                    $2,925                  $54,166
Robert W. Doering, M.D.             2,810                   52,166
Andrea C. Hall, Ph.D.               2,818                   52,166
D.D. (Del) Hock                     2,842                   52,666
Donald H. Pratt                     2,927                   54,166
Lloyd T. Silver, Jr.                2,913                   52,166
M. Jeannine Strandjord              2,923                   54,166

(1) Includes  compensation  paid to the  directors  during the fiscal year ended
March 31,  1999,  and also  includes  amounts  deferred  at the  election of the
directors under the American Century Mutual Funds Deferred Compensation Plan for
Non-Interested Directors and Trustees. The total amount of deferred compensation
included in the  preceding  table is as follows:  Mr.  Brown,  $579;  Dr.  Hall,
$1,245; Mr. Hock, $2,492; Mr. Pratt, $858; Mr. Silver, $1,676; and Ms.
Strandjord, $2,404.


(2 )Includes  compensation  paid by the six  investment  company  members of the
American Century family of funds served by this Board.

    The funds have adopted the American Century Deferred  Compensation  Plan for
Non-Interested Directors and Trustees. Under the plan, the independent directors
may defer  receipt of all or any part of the fees to be paid to them for serving
as directors of the funds.

    All deferred fees are credited to an account  established in the name of the
directors. The amounts credited to the account then increase or decrease, as the
case may be, in accordance  with the  performance of one or more of the American
Century funds that are selected by the director.  The account balance  continues
to fluctuate in accordance  with the  performance  of the selected fund or funds
until  final  payment of all  amounts  credited to the  account.  Directors  are
allowed to change their designation of mutual funds from time to time.

    No deferred fees are payable until such time as a director resigns,  retires
or  otherwise  ceases to be a member of the Board of  Directors.  Directors  may
receive  deferred  fee  account  balances  either  in a lump sum  payment  or in
substantially equal installment  payments to be made over a period not to exceed
10 years.  Upon the death of a  director,  all  remaining  deferred  fee account
balances are paid to the director's  beneficiary  or, if none, to the director's
estate.

    The plan is an unfunded plan and, accordingly,  the funds have no obligation
to segregate assets to secure or fund the deferred fees. The rights of directors
to receive their  deferred fee account  balances are the same as the rights of a
general unsecured  creditor of the funds. The plan may be terminated at any time
by the  administrative  committee of the plan. If  terminated,  all deferred fee
account balances will be paid in a lump sum.

    No deferred fees were paid to any director  under the plan during the fiscal
year ended March 31, 1999.

OFFICERS


    Background  information  for the  officers  of the funds is  provided in the
following  table.  All  persons  named as  officers  of the funds  also serve in
similar  capacities for the 12 other investment  companies  advised by ACIM. Not
all officers of the funds are listed;  only those  officers  with  policy-making
functions  for the funds are listed.  No officer is  compensated  for his or her
service  as an officer of the  funds.  The  individuals  listed in the table are
interested  persons of the funds (as defined in the  Investment  Company Act) by
virtue of, among other considerations,  their affiliation with either the funds;
ACC; ACC's  subsidiaries  (including ACIM and ACSC);  or the funds'  distributor
(FDI).



     Statement of Additional Information                                     17


<TABLE>

Name (Age)                 Positions Held with    Principal Occupation(s)
Address                    Fund                   During Past Five Years
- ------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>
George A. Rio (44)         President              Executive Vice President and Director of
60 State St.                                      Client Services, FDI
Boston, MA 02109                                  (March 1998 to present) Senior Vice President
                                                  and Senior Key Account Manager, Putnam Mutual
                                                  Funds (June 1995 to March 1998) Director Business
                                                  Development, First Data Corporation (May 1994 to
                                                  June 1995)  Senior Vice President and Manager of
                                                  Client Services and Director of Internal Audit,
                                                  The Boston Company, Inc. (September 1983 to May 1994)
- ------------------------------------------------------------------------------------------------
Christopher J. Kelley (34)  Vice President        Vice President and Associate General Counsel, FDI
60 State St.                                      (July 1996 to present) Assistant Counsel,
Boston, MA 02109                                  Forum Financial Group (April 1994 to July 1996)
                                                  Compliance Officer, Putnam Investments
                                                  (1992 to April 1994)
- ------------------------------------------------------------------------------------------------
Mary A. Nelson (35)         Vice President        Vice President and Manager of Treasury
60 State St.                                      Services and Administration, FDI (1994 to present)
Boston, MA 02109                                  Assistant Vice President and Client Manager,
                                                  The Boston Company, Inc. (1989 to 1994)
- ------------------------------------------------------------------------------------------------
Maryanne Roepke, CPA (43)   Vice President        Senior Vice President, Treasurer
4500 Main St.                                     and Principal Accounting
Kansas City, MO 64111                             and Treasurer Officer, ACSC
- ------------------------------------------------------------------------------------------------
David C. Tucker (41)        Vice President        Senior Vice President and General Counsel, ACSC
4500 Main St.                                     and ACIM (June 1998 to present) General Counsel,
Kansas City, MO 64111                             ACC (June 1998 to present) Consultant to mutual
                                                  fund industry (May 1997 to April 1998) Vice
                                                  President and General Counsel, Janus Companies
                                                  (1990 to 1997)
- ------------------------------------------------------------------------------------------------
Paul J. Carrigan, Jr. (49)  Secretary             Secretary, ACC (December 1998 to present)
4500 Main St.                                     Director of Legal Operations, ACSC
Kansas City, MO 64111                             (February 1996 to present)
                                                  Board Communications Manager, The Benham
                                                  Company (April 1994 to January 1996)
                                                  Legal Coordinator, State of California
                                                  Health & Welfare Agency (February 1992 to March 1994)
- -----------------------------------------------------------------------------------------------
Merele A. May (36)          Controller            Vice President, Controller-Fund Accounting, ACSC
4500 Main St.
Kansas City, MO 64111
- -----------------------------------------------------------------------------------------------
Jon Zindel (32)             Tax Officer           Vice President and Director of Taxation,
4500 Main St.                                     ACSC (1996 to present)
Kansas City, MO 64111                             Tax Manager, Price Waterhouse LLP (1989 to 1996)


- ----------------------------------------------------------------------------------------------
</TABLE>


18                                                 American Century Investments



THE FUNDS' PRINCIPAL SHAREHOLDERS

    As of July 1, 1999,  the following  companies were the record owners of more
than 5% of a fund's outstanding shares:


                              Shareholder and Percentage
Fund                          of Shares Outstanding
- -------------------------------------------------------------------------------
Value                         Charles Schwab & Company
                              San Francisco, CA -- 6.9%
- -------------------------------------------------------------------------------
Small Cap Value               UMB Bank NA as Trustee for
                              American Century Services Corporation
                              Kansas City, MO - 6.4%

                              North Carolina Engineering Foundation
                              Raleigh, NC - 6.2%
- -------------------------------------------------------------------------------
Equity Income                 Charles Schwab & Company
                              San Francisco, CA -- 9.6%
- -------------------------------------------------------------------------------
Equity Index                  UMB Bank NA as Trustee
                              for Anderson Corporation
                              Kansas City, MO - 10.3%

                              Chase Manhattan Bank as Trustee
                              for Robert Bosch Corporation
                              New York, NY - 9.9%

                              Chase Manhattan Bank as Trustee
                              for Arch Coal Inc.
                              New York, NY - 6.5%

                              Chase Manhattan Bank as Trustee
                              for Huntsman Corporation
                              New York, NY - 5.7%
- -------------------------------------------------------------------------------
Real Estate                   Charles Schwab & Company
                              San Francisco, CA -- 33.7%
- -------------------------------------------------------------------------------


    The funds are unaware of any other  shareholders,  beneficial  or of record,
who own more than 5% of a fund's  outstanding  shares.  As of July 1, 1999,  the
officers and directors of the funds, as a group,  own less than 1% of any fund's
outstanding shares.



 SERVICE PROVIDERS

    The funds have no employees.  To conduct the funds'  day-to-day  activities,
the funds have hired a number of service providers.  Each service provider has a
specific function to fill on behalf of the funds and is described below.


    ACIM and ACSC are both wholly owned by ACC. James E. Stowers,  Jr., Chairman
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its voting
stock.


INVESTMENT ADVISOR


    A  description  of  the  responsibilities  of  the  advisor  appears  in the
Prospectus under the heading "Management."


    For the services  provided to the funds,  the advisor receives a monthly fee
based on a percentage of the average net assets of the funds as follows:

Fund                     Class             Percentage of Net Assets
- -------------------------------------------------------------------------------


Large Cap Value          Investor          0.90% of first $1 billion
                                           0.80% of the next $4 billion
                                           0.70% over $5 billion
                         Institutional     0.70% of first $1 billion
                                           0.60% of the next $4 billion
                                           0.50% over $5 billion
                         Advisor           0.65% of first $1 billion
                                           0.55% of the next $4 billion
                                           0.45% over $5 billion
- -------------------------------------------------------------------------------
Value                    Investor          1.00%
                         Institutional     0.80%
                         Advisor           0.75%
- -------------------------------------------------------------------------------
Small Cap Value          Investor          1.25%
                         Institutional     1.05%
                         Advisor           1.00%
- -------------------------------------------------------------------------------
Equity Income            Investor          1.00%
                         Institutional     0.80%
                         Advisor           0.75%
- -------------------------------------------------------------------------------
Equity Index             Investor          0.49%
                         Institutional     0.29%
- -------------------------------------------------------------------------------
Real Estate              Investor          1.20%
                         Institutional     1.00%
                         Advisor           0.95%
- -------------------------------------------------------------------------------



  Statement of Additional Information                                       19



    On the first  business day of each month,  the funds pay a management fee to
the  advisor  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily  closing  value of a fund's net assets during the
previous month.  This number is then multiplied by a fraction,  the numerator of
which is the number of days in the previous  month and the  denominator of which
is 365 (366 in leap years).

    The management  agreement  shall continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its continuance is specifically  approved,  at least annually, by (1) the funds'
Board of  Directors,  or by the vote of a  majority  of  outstanding  votes  (as
defined in the  Investment  Company  Act) and (2) the vote of a majority  of the
directors  of the funds  who are not  parties  to the  agreement  or  interested
persons of the  advisor,  cast in person at a meeting  called for the purpose of
voting on such approval.


    The  management  agreement  provides  that it may be  terminated at any time
without payment of any penalty by the funds' Board of Directors, or by a vote of
a majority of outstanding votes, on 60 days' written notice to the advisor,  and
that it shall be automatically terminated if it is assigned.

    The  management  agreement  provides that the advisor shall not be liable to
the funds or their shareholders for anything other than willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties. The
management agreement also provides that the advisor and its officers,  directors
and  employees  may engage in other  business,  devote time and attention to any
other business whether of a similar or dissimilar nature, and render services to
others.

    Certain  investments  may be  appropriate  for the  funds and also for other
clients  advised by the advisor.  Investment  decisions  for the funds and other
clients are made with a view to achieving their respective investment objectives
after  consideration of such factors as their current holdings,  availability of
cash for investment  and the size of their  investment  generally.  A particular
security  may be bought or sold for only one  client  or fund,  or in  different
amounts  and at  different  times for more than one but less than all clients or
funds. In addition,  purchases or sales of the same security may be made for two
or more clients or funds on the same date. Such  transactions  will be allocated
among  clients in a manner  believed by the advisor to be equitable to each.  In
some cases this procedure could have an adverse effect on the price or amount of
the securities purchased or sold by a fund.


    The  advisor  may  aggregate  purchase  and sale  orders of the  funds  with
purchase  and sale orders of its other  clients when the advisor  believes  that
such  aggregation  provides  the best  execution  for the  funds.  The  Board of
Directors has approved the policy of the advisor with respect to the aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the funds  participate at the average share price for all  transactions  in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
advisor  will not  aggregate  portfolio  transactions  of the  funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  funds and the terms of the  management  agreement.  The  advisor
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

    Unified  management  fees  incurred  by each  fund by class  for the  fiscal
periods  ended March 31, 1999,  1998,  and 1997,  are indicated in the following
table.



20                                              American Century Investments


UNIFIED MANAGEMENT FEES


Fund                      1999                   1998                  1997
- --------------------------------------------------------------------------------
VALUE
Investor               $21,943,111           $22,462,663            $12,940,373
Institutional            88,534               12,733 (1)                N/A
Advisor                 394,296               303,110                106,780 (2)
- --------------------------------------------------------------------------------
SMALL CAP VALUE
Investor                71,636                 N/A                     N/A
Institutional            4,618                 N/A                     N/A
Advisor                  N/A                   N/A                     N/A
- --------------------------------------------------------------------------------
EQUITY INCOME
Investor                3,171,000            2,719,021              1,579,948
Institutional             810                  N/A                     N/A
Advisor                  34,006               3,083                   9 (3)
- --------------------------------------------------------------------------------
EQUITY INDEX
Investor                 4,659                 N/A                    N/A
Institutional           68,622                 N/A                    N/A
- --------------------------------------------------------------------------------
REAL ESTATE
Investor                1,475,686            527,319 (4)             247,066 (5)
Institutional            224,102              54,963 (6)              48,843 (7)
Advisor                   673                  N/A                    N/A
- --------------------------------------------------------------------------------


(1) For the period July 31, 1997 (inception) through March 31, 1997.

(2) For the period October 2, 1996 (inception) through March 31, 1997.

(3) For the period March 7, 1997 (inception) through March 31, 1997.


(4) For the five months ended March 31, 1998.  Does not include $25,548 of fees,
the payment of which was voluntarily waived by the advisor.

(5) For the 12 months ended October 31, 1997.

(6) For the five months ended March 31, 1998.  Does not include  $3,001 of fees,
the payment of which was voluntarily waived by the advisor.


(7) For the period June 16, 1997 (inception) through October 31, 1997.

Other Advisory Relationships


    In addition to managing the funds,  the advisor also serves as an investment
advisor  to  seven  institutional  accounts  and  to  the  following  registered
investment companies:


    American Century Mutual Funds, Inc.
    American Century World Mutual Funds, Inc.
    American Century Premium Reserves, Inc.
    American Century Variable Portfolios, Inc.
    American Century Strategic Asset Allocations, Inc.
    American Century Municipal Trust
    American Century Government Income Trust
    American Century Investment Trust
    American Century Target Maturities Trust
    American Century Quantitative Equity Funds
    American Century International Bond Funds
    American Century California Tax-Free and Municipal Funds

TRANSFER AGENT AND ADMINISTRATOR


    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri  64111,  serves as  transfer  agent and  dividend-paying  agent for the
funds.  It provides  physical  facilities,  computer  hardware  and software and
personnel, for the day-to-day administration of the funds and of the advisor.
The advisor pays ACSC for such services.


    From time to time,  special  services  may be  offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the advisor.

    Pursuant  to  a  Sub-Administration   Agreement  with  the  advisor,   Funds
Distributor,  Inc. (FDI) serves as the  co-administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the advisor out of its unified fee.

DISTRIBUTOR

    The funds' shares are  distributed by FDI, a registered  broker-dealer.  The
distributor  is a wholly  owned,  indirect  subsidiary  of Boston  Institutional
Group,  Inc. The  distributor's  principal  business address is 60 State Street,
Suite 1300, Boston, Massachusetts 02109.


    The  distributor  is the principal  underwriter  of the funds'  shares.  The
distributor makes a continuous,  best-efforts underwriting of the funds' shares.
This means that the distributor has no liability for unsold shares.



     Statement of Additional Information                                      21


OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

    Chase  Manhattan  Bank,  770  Broadway,  10th  Floor,  New  York,  New  York
10003-9598,  and Commerce Bank, N.A., 1000 Walnut,  Kansas City, Missouri 64105,
each serves as custodian of the assets of the funds. The custodians take no part
in  determining  the  investment  policies  of the  funds or in  deciding  which
securities are purchased or sold by the funds. The funds, however, may invest in
certain  obligations  of  the  custodians  and  may  purchase  or  sell  certain
securities from or to the custodians.

INDEPENDENT AUDITORS


    Deloitte & Touche LLP is the independent  auditor of the funds.  The address
of Deloitte & Touche LLP is 1010 Grand Boulevard,  Kansas City,  Missouri 64106.
As the independent  auditor of the funds,  Deloitte & Touche  provides  services
including  (1) audit of the  annual  financial  statements  for each  fund,  (2)
assistance and  consultation in connection  with SEC filings,  and (3) review of
the annual federal income tax return filed for each fund.


BROKERAGE ALLOCATION

    Under the  management  agreement  between  the funds  and the  advisor,  the
advisor  has the  responsibility  of  selecting  brokers  and dealers to execute
portfolio transactions. The funds' policy is to secure the most favorable prices
and execution of orders on its portfolio transactions. So long as that policy is
met, the advisor may take into  consideration  the factors  discussed below when
selecting  brokers.  For Equity Index and the Real Estate Fund,  the advisor has
delegated responsibility for selecting brokers to execute portfolio transactions
to the  subadvisor  under the  terms of the  applicable  investment  subadvisory
agreement.


    The advisor, or the subadvisor, as the case may be, receives statistical and
other information and services,  including  research,  without cost from brokers
and  dealers.  The advisor or the  subadvisor  evaluates  such  information  and
services,  together with all other  information that it may have, in supervising
and managing the investments of the funds. Because such information and services
may vary in amount, quality and reliability,  its influence in selecting brokers
varies from none to very substantial.  The advisor or the subadvisor proposes to
continue to place some of the funds' brokerage business with one or more brokers
who provide  information and services.  Such information and services will be in
addition to and not in lieu of services required to be performed by the advisor.
The advisor does not utilize brokers that provide such  information and services
for the purpose of reducing  the expense of providing  required  services to the
funds.


    In the  fiscal  periods  March  31,  1999,  1998  and  1997,  the  brokerage
commissions of each fund were as follows:


Fund                 1999                   1998                  1997
- ------------------------------------------------------------------------------
Value              $8,037,803             $8,771,789            $4,841,179
- ------------------------------------------------------------------------------
Small
Cap
Value                  43,018                N/A                   N/A
- ------------------------------------------------------------------------------
Equity
Income              1,184,393                812,420               537,710
- ------------------------------------------------------------------------------
Equity
Index                   1,677                 N/A                   N/A
- ------------------------------------------------------------------------------
Real Estate            444,518               164,977 (1)           140,226 (2)
- ------------------------------------------------------------------------------


(1) For the five months ended March 31, 1998.


(2) For the 12 months ended October 31, 1997.


    The  brokerage  commissions  paid by the funds may exceed those that another
broker might have charged for  effecting the same  transactions,  because of the
value of the brokerage and research  services  provided by the broker.  Research
services   furnished  by  brokers  through  whom  the  funds  effect  securities
transactions  may be used by the advisor in servicing all of its  accounts,  and
not all such  services may be used by the advisor in managing the  portfolios of
the funds.

    The  staff of the SEC has  expressed  the  view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by dealing directly with principal  market makers,  thereby avoiding the
payment of compensation to another broker. In certain  situations,  the officers
of the funds and the advisor believe that the facilities,  expert  personnel and
technological systems of a broker often


22                                                  American Century Investments


enable the funds to secure as good a net price by dealing with a broker  instead
of a principal  market  maker,  even after  payment of the  compensation  to the
broker.  The funds  regularly  place their  over-the-counter  transactions  with
principal  market makers,  but also may deal on a brokerage basis when utilizing
electronic trading networks or as circumstances warrant.

================================================================================

INFORMATION ABOUT FUND SHARES


    Each of the  funds  named  on the  front  of this  Statement  of  Additional
Information is a series of shares issued by the corporation,  and shares of each
fund have equal voting rights. In addition, each series (or fund) may be divided
into separate classes. See "Multiple Class Structure" which follows.  Additional
funds and classes may be added without a shareholder vote.


    Each fund votes  separately  on  matters  affecting  that fund  exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., all funds') outstanding shares may be able to elect a Board
of Directors.  The corporation undertakes  dollar-based voting, meaning that the
number of votes a shareholder  is entitled to is based upon the dollar amount of
the  shareholder's  investment.  The election of directors is  determined by the
votes received from all the corporation's shareholders without regard to whether
a majority of shares of any one fund voted in favor of a  particular  nominee or
all nominees as a group.


    The assets  belonging to each series or class of shares are held  separately
by the custodian,  and the shares of each series or class represent a beneficial
interest in the principal,  earnings and profit (or losses) of  investments  and
other assets held for each series or class. Your rights as a shareholder are the
same for all series or classes of securities  unless  otherwise  stated.  Within
their respective series or class, all shares have equal redemption rights.  Each
share, when issued, is fully paid and non-assessable.


    In  the  event  of  complete   liquidation  or  dissolution  of  the  funds,
shareholders of each series or class of shares shall be entitled to receive, pro
rata, all of the assets less the liabilities of that series or class.

    Each shareholder has rights to dividends and  distributions  declared by the
fund he or she owns and to the net assets of such fund upon its  liquidation  or
dissolution proportionate to his or her share ownership interest in the fund.

MULTIPLE CLASS STRUCTURE

    The corporation's  Board of Directors has adopted a multiple class plan (the
Multiclass  Plan)  pursuant to Rule 18f-3  adopted by the SEC.  Pursuant to such
plan, the funds may issue up to four classes of shares:  an Investor  Class,  an
Institutional  Class, a Service Class and an Advisor Class.  Not all funds offer
all four classes.


    The Investor Class is made available to investors  directly without any load
or commission,  for a single unified management fee. The Institutional,  Service
and Advisor Classes are made available to institutional  shareholders or through
financial  intermediaries  that do not require the same level of shareholder and
administrative  services from the advisor as Investor Class  shareholders.  As a
result,  the advisor is able to charge  these  classes a lower total  management
fee. In addition to the management  fee,  however,  the Advisor Class shares are
subject  to a Master  Distribution  and  Shareholder  Services  Plan  (described
beginning  on page  25).  The plan  has  been  adopted  by the  funds'  Board of
Directors and initial  shareholder in accordance  with Rule 12b-1 adopted by the
SEC under the Investment Company Act.


RULE 12B-1

    Rule 12b-1 permits an investment company to pay expenses associated with the
distribution  of its shares in accordance  with a plan adopted by the investment
company's Board of Directors and approved by its shareholders.  Pursuant to such
rule, the Board of Directors and initial shareholder of the funds' Advisor Class
have approved and entered into a Master  Distribution  and Shareholder  Services
Plan, with respect to the Advisor Class (the Plan). The Plan is described below.

    In  adopting  the Plan,  the Board of  Directors  (including  a majority  of
directors  who are not  interested  persons  of the  funds  [as  defined  in the
Investment  Company Act],  hereafter  referred to as the independent  directors)
determined  that there was a reasonable  likelihood  that the Plan would benefit
the funds and the  shareholders of the affected  class.  Pursuant to Rule 12b-1,
information with respect to revenues and expenses under the Plan is presented to
the Board of Directors  quarterly for its  consideration  in connection with its
deliberations as to the


Statement of Additional Information                                           23


continuance  of the Plan.  Continuance of the Plan must be approved by the Board
of Directors (including a majority of the independent  directors) annually.  The
Plan may be amended by a vote of the Board of Directors (including a majority of
the  independent  directors),  except  that  the  Plan  may  not be  amended  to
materially  increase the amount to be spent for  distribution  without  majority
approval  of the  shareholders  of  the  affected  class.  The  Plan  terminates
automatically in the event of an assignment and may be terminated upon a vote of
a  majority  of the  independent  directors  or by  vote  of a  majority  of the
outstanding voting securities of the affected class.


    All fees paid under the Plan will be made in  accordance  with Section 26 of
the Rules of Fair Practice of the National  Association  of  Securities  Dealers
(NASD).


MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

    As described in the Prospectuses, the funds' Advisor Class of shares also is
made available to participants in employer-sponsored retirement or savings plans
and to  persons  purchasing  through  financial  intermediaries  such as  banks,
broker-dealers  and  insurance  companies.  The funds'  distributor  enters into
contracts  with various  banks,  broker-dealers,  insurance  companies and other
financial  intermediaries,  with respect to the sale of the funds' shares and/or
the use of the funds'  shares in various  investment  products or in  connection
with various financial services.

    Certain  recordkeeping and administrative  services that are provided by the
funds' transfer agent for the Investor Class  shareholders may be performed by a
plan sponsor (or its agents) or by a financial  intermediary for shareholders in
the Advisor Class.  In addition to such services,  the financial  intermediaries
provide various distribution services.


    To enable  the funds'  shares to be made  available  through  such plans and
financial  intermediaries,  and to compensate them for such services, the funds'
advisor has reduced its  management  fee by 0.25% per annum with  respect to the
Advisor  Class  shares and the funds'  Board of  Directors  has adopted a Master
Distribution  and Shareholder  Services Plan.  Pursuant to the Plan, the Advisor
Class shares pay a fee of 0.50%  annually of the aggregate  average daily assets
of the  funds'  Advisor  Class  shares,  0.25% of which is paid for  shareholder
services  (as  described  below)  and  0.25% of  which is paid for  distribution
services.

    Payments may be made for a variety of shareholder services,  including,  but
are not limited to (a) receiving,  aggregating and processing purchase, exchange
and redemption  requests from beneficial  owners  (including  contract owners of
insurance  products  that utilize the funds as underlying  investment  media) of
shares and placing  purchase,  exchange  and  redemption  orders with the funds'
distributor;  (b) providing  shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(c)  processing  dividend  payments  from a fund on behalf of  shareholders  and
assisting  shareholders in changing dividend options,  account  designations and
addresses; (d) providing and maintaining elective services such as check writing
and wire transfer services;  (e) acting as shareholder of record and nominee for
beneficial owners; (f) maintaining account records for shareholders and/or other
beneficial  owners;  (g) issuing  confirmations of  transactions;  (h) providing
subaccounting  with respect to shares  beneficially  owned by customers of third
parties  or  providing  the   information  to  a  fund  as  necessary  for  such
subaccounting;  (i) preparing and forwarding shareholder communications from the
funds (such as proxies,  shareholder  reports,  annual and semiannual  financial
statements,  and dividend,  distribution and tax notices) to shareholders and/or
other  beneficial  owners;  and (j) providing other similar  administrative  and
sub-transfer  agency  services.   Shareholder  services  do  not  include  those
activities  and expenses  that are  primarily  intended to result in the sale of
additional shares of the funds.

    Distribution  services  include any activity  undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares,  which
services  may  include  but  are  not  limited  to,  (a) the  payment  of  sales
commissions,  ongoing  commissions  and  other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (b)  compensation to registered  representatives  or other
employees of  distributor  who engage in or support  distribution  of the funds'
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of,   distributor;   (d)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for   other-than-existing
shareholders; (e) the



24                                                 American Century Investments



preparation,  printing and  distribution  of sales  literature  and  advertising
materials provided to the funds' shareholders and prospective shareholders;  (f)
receiving and answering correspondence from prospective shareholders,  including
distributing prospectuses,  statements of additional information and shareholder
reports;  (g) the providing of facilities to answer  questions from  prospective
investors  about fund shares;  (h) complying  with federal and state  securities
laws  pertaining  to the  sale  of  fund  shares;  (i)  assisting  investors  in
completing  application forms and selecting  dividend and other account options;
(j) the  providing  of  other  reasonable  assistance  in  connection  with  the
distribution of fund shares; (k) the organizing and conducting of sales seminars
and  payments  in the form of  transactional  and  compensation  or  promotional
incentives;  (l) profit on the foregoing;  (m) the payment of "service fees" for
the provision of personal,  continuing services to investors, as contemplated by
the Rules of Fair  Practice  of the NASD;  and (n) such other  distribution  and
services  activities  as the  advisor  determines  may be paid for by the  funds
pursuant to the terms of this Agreement and in accordance with Rule 12b-1 of the
Investment Company Act.


BUYING AND SELLING FUND SHARES


    Information about buying, selling and exchanging fund shares is contained in
Your Guide to American  Century  Services.  The guide is  available to investors
without charge and may be obtained by calling us.


VALUATION OF A FUND'S SECURITIES

    Each fund's net asset value per share (NAV) is calculated as of the close of
business  of the New York  Stock  Exchange  (the  Exchange),  usually  at 4 p.m.
Eastern  time on each  day the  Exchange  is open  for  business.  The  Exchange
typically  observes the following  holidays:  New Year's Day, Martin Luther King
Jr. Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence  Day, Labor
Day,  Thanksgiving  Day and  Christmas  Day.  Although the funds expect the same
holidays  to be  observed in the  future,  the  Exchange  may modify its holiday
schedule at any time.

    Each  fund's  NAV is  calculated  by  adding  the  value  of  all  portfolio
securities and other assets,  deducting  liabilities  and dividing the result by
the number of shares  outstanding.  Expenses  and  interest  earned on portfolio
securities are accrued daily.


    The portfolio  securities of the funds, except as otherwise noted, listed or
traded on a domestic securities  exchange,  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  generally  are  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used.  Depending on local convention or regulation,  securities traded
over-the-counter  are priced at the mean of the latest bid and asked prices,  or
at the last sale  price.  When  market  quotations  are not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.


    Debt  securities  not traded on a principal  securities  exchange are valued
through  valuations  obtained from a commercial  pricing  service or at the most
recent  mean of the bid and asked  prices  provided  by  investment  dealers  in
accordance with procedures established by the Board of Directors.

    Debt securities  maturing within 60 days of the valuation date may be valued
at cost, plus or minus any amortized  discount or premium,  unless the directors
determine  that this would not  result in fair  valuation  of a given  security.
Other assets and securities for which  quotations are not readily  available are
valued in good faith at their fair value using methods  approved by the Board of
Directors.

    The  value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier.  That value is then translated to dollars at the prevailing  foreign
exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was established,  but before the net
asset value per share was determined,  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.


Statement of Additional Information                                           25



    Trading of these  securities in foreign  markets may not take place on every
exchange  business day. In addition,  trading may take place in various  foreign
markets on Saturdays or on other days when the exchange is not open and on which
the funds' net asset values are not calculated.  Therefore, such calculations do
not take place contemporaneously with the determination of the prices of many of
the portfolio  securities  used in such  calculation and the value of the funds'
portfolios may be affected on days when shares of the funds may not be purchased
or redeemed.


TAXES


FEDERAL INCOME TAXES


    Each fund  intends to qualify  annually  as a regulated  investment  company
under  Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
By so qualifying,  a fund will be exempt from federal income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and net
realized capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated  investment  company,  it  will be  liable  for  taxes,  significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat  distributions  of the funds in the manner  they were  realized  by the
funds.


    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income.  The  dividends  from  net  income  may  qualify  for  the 70%
dividends-received  deduction for  corporations to the extent that the fund held
shares receiving the dividend for more than 45 days.

    Distributions from gains on assets held longer than 12 months are taxable as
long-term  gains  regardless  of the  length of time you have  held the  shares.
However,  you should note that any loss  realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term  capital  loss
to the  extent  of any  distributions  of  long-term  capital  gains to you with
respect to such shares.

    Dividends  and interest  received by a fund on foreign  securities  may give
rise  to  withholding  and  other  taxes  imposed  by  foreign  countries.   Tax
conventions  between  certain  countries  and the  United  States  may reduce or
eliminate such taxes. Foreign countries generally do not impose taxes on capital
gains with respect to investments by non-resident  investors.  The foreign taxes
paid by a fund will reduce its dividends.

    If more  than 50% of the  value of a fund's  total  assets at the end of its
fiscal year consists of securities of foreign corporations, the fund may qualify
for and make an election with the Internal  Revenue Service with respect to such
fiscal year so that fund  shareholders may be able to claim a foreign tax credit
in lieu of a deduction  for foreign  income  taxes paid by the fund.  If such an
election is made,  the foreign  taxes paid by the fund will be treated as income
received by you.  In order for you to utilize  the foreign tax credit,  you must
have held your shares for 16 days or more during the 30-day period, beginning 15
days prior to the ex- dividend date for the shares.  The mutual fund must meet a
similar holding period requirement with respect to foreign securities to which a
dividend  is  attributable.  Any  portion  of the  foreign  tax  credit  that is
ineligible  as a result of the fund not meeting the holding  period  requirement
will be deducted in computing net investment income.

    If a fund purchases the securities of certain  foreign  investment  funds or
trusts called passive foreign investment companies (PFIC),  capital gains on the
sale of such  holdings  will be deemed to be ordinary  income  regardless of how
long the fund holds its  investment.  The fund also may be subject to  corporate
income tax and an interest charge on certain  dividends and capital gains earned
from  these  investments,  regardless  of  whether  such  income  and  gains are
distributed to shareholders. In the alternative, the fund may elect to recognize
cumulative gains on such  investments and distribute them to  shareholders.  Any
distribution attributable to a PFIC is characterized as ordinary income.

    If you have not complied  with certain  provisions  of the Internal  Revenue
Code and Regulations,  either American Century or your financial intermediary is
required by federal law to withhold and remit 31% of reportable  payments (which
may include dividends,  capital gains distributions and redemptions) to the IRS.
Those regulations  require you to certify that the Social Security number or tax
identification number you provide is correct and that you are not subject to 31%
withholding for previous under-reporting to the IRS.



26                                                  American Century Investments


    You will be asked to make the appropriate certification on your application.
Payments   reported  by  us  that  omit  your  Social  Security  number  or  tax
identification number will subject us to a penalty of $50, which will be charged
against  your account if you fail to provide the  certification  by the time the
report is filed, and is not refundable.


    Redemption of shares of a fund  (including  redemptions  made in an exchange
transaction) will be a taxable transaction for federal income tax purposes,  and
shareholders  generally  will  recognize  gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. If a loss is
realized on the redemption of fund shares,  the  reinvestment in additional fund
shares within 30 days before or after the redemption may be subject to the "wash
sale" rules of the Code,  resulting in a postponement of the recognition of such
loss for federal income tax purposes.


STATE AND LOCAL TAXES

    Distributions also may be subject to state and local taxes, even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

TAXATION OF CERTAIN MORTGAGE REITS


    The funds 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 a fund's income from a REIT
that is attributable to the REIT's residual  interest in a REMIC (referred to in
the Code as an "excess  inclusion") will be subject to federal income tax in all
events.  These  regulations  are also expected to provide that excess  inclusion
income of a regulated  investment company,  such as a fund, will be allocated to
shareholders of the regulated  investment company in proportion to the dividends
received by them with the same  consequences as if these  shareholders  held the
related REMIC residual interest  directly.  In general,  excess inclusion income
allocated to shareholders  (i) cannot be offset by net operating losses (subject
to a limited exception for certain thrift institutions) and (ii) will constitute
unrelated  business  taxable income to entities  (including a qualified  pension
plan, an  individual  retirement  account,  a 401(k) plan, a Keogh plan or other
tax-exempt  entity)  subject  to  tax  on  unrelated  business  income,  thereby
potentially  requiring such an entity that is allocated excess inclusion income,
and otherwise  might be required to file a tax return,  to file a tax return and
pay tax on some income.  In  addition,  if at any time during any taxable year a
"disqualified  organization"  (as  defined in the Code) is a record  holder of a
share in a regulated  investment company,  then the regulated investment company
will be subject to a tax equal to that  portion of its excess  inclusion  income
for  the  taxable  year  that is  allocable  to the  disqualified  organization,
multiplied by the highest federal income tax rate imposed on corporations.


HOW FUND PERFORMANCE INFORMATION IS CALCULATED

    The funds may quote  performance in various ways.  Fund  performance  may be
shown by presenting one or more performance  measurements,  including cumulative
total return, average annual total return or yield.

    All performance  information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.

    Total returns quoted in advertising and sales literature reflect all aspects
of a fund's return,  including the effect of  reinvesting  dividends and capital
gain distributions (if any) and any change in the fund's NAV during the period.


    Average  annual total returns are  calculated by  determining  the growth or
decline in value of a  hypothetical  historical  investment  in a fund  during a
stated period and then calculating the annually compounded  percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant  throughout the period. For example, a cumulative total return
of 100% over 10 years would produce an average annual return of 7.18%,  which is
the steady annual rate that would equal 100% growth on a compounded  basis in 10
years. While average


Statement of Additional Information                                          27


annual   total   returns  are  a  convenient   means  of  comparing   investment
alternatives,  investors  should  realize  that the  funds'  performance  is not
constant over time, but changes from year-to-year, and that average annual total
returns   represent   averaged   figures  as  opposed  to  actual   year-to-year
performance.

  The following tables set forth the average annual total return for the various
classes  of the funds for the one-,  five- and  10-year  periods  (or the period
since  inception)  ended March 31, 1999,  the last day of the funds' most recent
fiscal year.

  As a new fund, performance information for Large Cap Value is not available as
of the date of this Statement of Additional Information.

AVERAGE ANNUAL TOTAL RETURNS--INVESTOR CLASS


Fund                  1 year        5 years     10 years       From Inception
- ------------------------------------------------------------------------------
Value                 -9.88%        17.29%         N/A               15.54%
Small Cap Value          N/A          N/A          N/A               -4.24%
Equity Income         -0.44%          N/A          N/A               18.63%
Equity Index             N/A          N/A          N/A                4.00%
Real Estate          -21.04%          N/A          N/A               11.16%
- ------------------------------------------------------------------------------


AVERAGE ANNUAL TOTAL RETURNS--INSTITUTIIONAL CLASS


Fund                 1 year          5 years     10 years       From Inception
- ------------------------------------------------------------------------------
Value                -9.52%          N/A          N/A                3.55%
Small Cap Value         N/A          N/A          N/A               -0.60%
Equity Income           N/A          N/A          N/A                1.60%
Equity Index            N/A          N/A          N/A                4.00%
Real Estate         -20.77%          N/A          N/A               -4.08%
- ------------------------------------------------------------------------------


AVERAGE ANNUAL TOTAL RETURNS--ADVISOR CLASS


Fund                 1 year          5 years     10 years       From Inception
- ------------------------------------------------------------------------------
Value               -10.09%          N/A          N/A               13.01%
Equity Income        -0.75%          N/A          N/A               14.69%
Real Estate             N/A          N/A          N/A                2.25%
- ------------------------------------------------------------------------------



  In addition to average annual total returns, each fund may quote unaveraged or
cumulative  totalreturns  reflecting the simple change in value of  aninvestment
over a stated  period,  including  periods  other  than one,  five and 10 years.
Average annual and  cumulative  total returns may be quoted as percentages or as
dollar  amounts  and may be  calculated  for a single  investment,  a series  of
investments,  or a series of redemptions over any time period. Total returns may
be broken down into their  components of income and capital  (including  capital
gains and  changes  in share  price) to  illustrate  the  relationship  of these
factors and their contributions to total return.



28                                                  American Century Investments



  The funds also may elect to advertise  cumulative  total  return,  computed as
described  above.  The following table shows the cumulative  total return of the
funds by class since their  respective  dates of  inception  (as noted)  through
March 31, 1999.


<TABLE>

Fund                   Class                    Cumulative Total Return since Inception    Date of Inception
- ------------------------------------------------------------------------------------------------------------
<S>                    <C>                      <C>                                        <C>
Value                  Investor                 123.82%                                    09/01/93
                       Institutional              5.99%                                    07/31/97
                       Advisor                   35.65%                                    10/02/96
- ------------------------------------------------------------------------------------------------------------
Small Cap Value        Investor                  -4.24%                                    07/31/98
                       Institutional             -0.60%                                    10/26/98
- ------------------------------------------------------------------------------------------------------------
Equity Income          Investor                 121.82%                                    08/01/94
                       Institutional              1.60%                                    07/08/98
                       Advisor                   32.73%                                    03/07/97
- ------------------------------------------------------------------------------------------------------------
Equity Index           Investor                   4.00%                                    02/26/99
                       Institutional              4.00%                                    02/26/99
- ------------------------------------------------------------------------------------------------------------
Real Estate            Investor                  45.18%                                    09/21/95
                       Institutional             -7.18%                                    06/16/97
                       Advisor                    2.25%                                    10/06/98
- ------------------------------------------------------------------------------------------------------------
</TABLE>


PERFORMANCE COMPARISONS


    The funds'  performance may be compared with the performance of other mutual
funds  tracked by mutual  fund rating  services or with other  indices of market
performance.  This may include  comparisons with funds that, unlike the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic  data that may be used for such  comparisons  may include,  but are not
limited to: U.S. Treasury bill, note and bond yields,  money market fund yields,
U.S.  government debt and percentage held by foreigners,  the U.S. money supply,
net  free  reserves,  and  yields  on  current-coupon  GNMAs  (source:  Board of
Governors of the Federal Reserve  System);  the federal funds and discount rates
(source:  Federal  Reserve  Bank of New York);  yield  curves for U.S.  Treasury
securities and AA/AAA-rated  corporate  securities (source:  Bloomberg Financial
Markets);  yield curves for AAA-rated,  tax-free municipal  securities  (source:
Telerate);  yield curves for foreign government  securities (sources:  Bloomberg
Financial  Markets and Data  Resources,  Inc.);  total  returns on foreign bonds
(source:  J.P.  Morgan  Securities  Inc.);  various U.S. and foreign  government
reports;  the junk bond market (source:  Data Resources,  Inc.); the CRB Futures
Index  (source:  Commodity  Index Report);  the price of gold  (sources:  London
a.m./p.m.  fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper,  Inc. or Morningstar,  Inc.; mutual fund
rankings published in major, nationally distributed  periodicals;  data provided
by the Investment Company Institute; Ibbotson Associates,  Stocks, Bonds, Bills,
and  Inflation;  major  indices of stock  market  performance;  and  indices and
historical data supplied by major  securities  brokerage or investment  advisory
firms.  The funds  also may  utilize  reprints  from  newspapers  and  magazines
furnished by third parties to illustrate  historical  performance  or to provide
general information about the funds.


PERMISSIBLE ADVERTISING INFORMATION

    From time to time,  the funds  may,  in  addition  to any other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles


Statement of Additional Information                                           29



(such as the effects of compounding and the benefits of dollar-cost  averaging);
(2) discussions of general  economic  trends;  (3)  presentations of statistical
data to supplement  such  discussions;  (4)  descriptions of past or anticipated
portfolio  holdings for one or more of the funds; (5) descriptions of investment
strategies  for one or more of the funds;  (6)  descriptions  or  comparisons of
various  savings  and  investment  products  (including,  but  not  limited  to,
qualified  retirement plans and individual  stocks and bonds),  which may or may
not include the funds;  (7)  comparisons of investment  products  (including the
funds) with relevant market or industry indices or other appropriate benchmarks;
(8) discussions of fund rankings or ratings by recognized rating  organizations;
and (9)  testimonials  describing the experience of persons who have invested in
one or more of the  funds.  The funds  also may  include  calculations,  such as
hypothetical   compounding  examples,  which  describe  hypothetical  investment
results.  Such  performance  examples  will  be  based  on  an  express  set  of
assumptions and are not indicative of the performance of any of the funds.


MULTIPLE CLASS PERFORMANCE ADVERTISING


    Pursuant to the Multiple Class Plan, the funds may issue additional  classes
of existing  funds or introduce  new funds with multiple  classes  available for
purchase.  To the extent a new class is added to an existing  fund,  the advisor
may, in compliance with SEC and NASD rules,  regulations and guidelines,  market
the new class of shares  using the  historical  performance  information  of the
original class of shares. When quoting performance information for the new class
of shares for  periods  prior to the first full  quarter  after  inception,  the
original class'  performance will be restated to reflect the expenses of the new
class,  and for periods  after the first full quarter  after  inception,  actual
performance of the new class will be used.


FINANCIAL STATEMENTS


    The  financial  statements  of the funds  (other  than  Large Cap Value) are
included in the annual reports to  shareholders  for the fiscal year ended March
31,  1999.  Each annual  report is  incorporated  herein by  reference.  You may
receive copies of the reports without charge upon request to American Century at
the address and telephone  numbers shown on the back cover of this  Statement of
Additional Information.


EXPLANATION OF FIXED-INCOME SECURITIES RATINGS

    As  described  in the  Prospectuses,  the funds may  invest in  fixed-income
securities.  Those investments,  however,  are subject to certain credit quality
restrictions,  as noted in the  Prospectuses.  The following is a summary of the
rating categories referenced in the prospectus disclosure.


30                                                 American Century Investments



BOND RATINGS

S&P   Moody's   Description
- --------------------------------------------------------------------------------
AAA   Aaa       These are the highest ratings assigned by S&P and Moody's to a
                debt obligation and indicates an extremely strong capacity to
                pay interest and repay principal.
- --------------------------------------------------------------------------------
AA    Aa        Debt rated in this category is considered to have a very strong
                capacity to pay interest and repay principal. It
                differs from AAA/Aaa issues only in a small degree.
- --------------------------------------------------------------------------------
A     A         Debt rated A has a strong capacity to pay interest and repay
                principal although it is somewhat more susceptible to the
                adverse effects of changes in circumstances and economic
                conditions than debt in higher-rated categories.
- --------------------------------------------------------------------------------
BBB   Baa       Debt rated BBB/Baa is regarded as having an adequate capacity
                to pay interest and repay principal. Whereas it normally
                exhibits adequate protection parameters, adverse economic
                conditions or changing circumstances are more likely to lead to
                a weakened capacity to pay interest and repay principal for debt
                in this category than in higher-rated categories.
- --------------------------------------------------------------------------------
BB    Ba        Debt rated BB/Ba has less near-term vulnerability to default
                than other speculative issues. However, it faces major ongoing
                uncertainties or exposure to adverse business, financial or
                economic conditions that could lead to inadequate capacity to
                meet timely interest and principal payments. The BB rating
                category also is used for debt subordinated to senior debt that
                is assigned an actual or implied BBB- rating.
- --------------------------------------------------------------------------------
B     B         Debt rated B has a greater vulnerability to default but
                currently has the capacity to meet interest payments and
                principal repayments. Adverse business, financial or economic
                conditions will likely impair capacity or willingness to pay
                interest and repay principal. The B rating category is also used
                for debt subordinated to senior debt that is assigned an actual
                or implied BB/Ba or BB-/Ba3 rating.
- --------------------------------------------------------------------------------
CCC   Caa       Debt rated CCC/Caa has a currently identifiable vulnerability
                to default and is dependent upon favorable business, financial
                and economic conditions to meet timely payment of interest and
                repayment of principal. In the event of adverse business,
                financial or economic conditions, it is not likely to have the
                capacity to pay interest and repay principal. The CCC/Caa rating
                category is also used for debt subordinated to senior debt that
                is assigned an actual or implied B or B-/B3 rating.
- --------------------------------------------------------------------------------
CC    Ca        The rating CC/Ca typically is applied to debt subordinated to
                senior debt that is assigned an actual or implied CCC/Caa rating
- --------------------------------------------------------------------------------
C     C         The rating C typically is applied to debt subordinated to senior
                debt, which is assigned an actual or implied CCC-Caa3 debt
                rating. The C rating may be used to cover a situation where a
                bankruptcy petition has been filed, but debt service payments
                are continued.
- --------------------------------------------------------------------------------
CI    -         The rating CI is reserved for income bonds on which no interest
                is being paid.
- --------------------------------------------------------------------------------
D     D         Debt rated D is in payment default. The D rating category is
                used when interest payments or principal payments are not made
                on the date due even if the applicable grace period has not
                expired, unless S&P believes that such payments will be made
                during such grace period. The D rating also will be used upon
                the filing of a bankruptcy petition if debt service payments
                are jeopardized.
- --------------------------------------------------------------------------------



Statement of Additional Information                                           31


  To provide more detailed  indications of credit quality, the Standard & Poor's
ratings  from AA to CCC may be modified by the  addition of a plus or minus sign
to show  relative  standing  within  these major rating  categories.  Similarly,
Moody's adds numerical modifiers (1, 2, 3) to designate relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.

COMMERCIAL PAPER RATINGS

S&P             Moody's         Description
- --------------------------------------------------------------------------------
A-1             Prime-1         This indicates that the degree of safety
                                regarding timely payment is strong.
                (P-1)           Standard & Poor's rates those issues determined
                                to possess extremely strong safety
                                characteristics as A-1+.
- --------------------------------------------------------------------------------
A-2             Prime-2         Capacity for timely payment on commercial paper
                                is satisfactory, but the relative degree of
                (P-2)           safety is not as high as for issues designated
                                A-1. Earnings trends and coverage ratios, while
                                sound, will be more subject to variation.
                                Capitalization characteristics, while still
                                appropriated, may be more affected by external
                                conditions. Ample alternate liquidity is
                                maintained.
- --------------------------------------------------------------------------------
A-3             Prime-3         Satisfactory capacity for timely repayment.
                                Issues that carry this rating are somewhat
                (P-3)           more vulnerable to the adverse changes in
                                circumstances than obligations carrying the
                                higher designations.
- --------------------------------------------------------------------------------



NOTE RATINGS

S&P             Moody's         Description
- --------------------------------------------------------------------------------
SP-1            MIG-1; VMIG-1   Notes are of the highest quality enjoying strong
                                protection from established cash flows of funds
                                for their servicing or from established and
                                broad-based access to the market for
                                refinancing, or both.
- --------------------------------------------------------------------------------
SP-2            MIG-2; VMIG-2   Notes are of high quality, with margins of
                                protection ample, although not so large as in
                                the preceding group.
- --------------------------------------------------------------------------------
SP-3            MIG-3; VMIG-3   Notes are of favorable quality, with all
                                security elements accounted for, but lacking the
                                undeniable strength of the preceding grades.
                                Market access for refinancing, in particular,
                                is likely to be less well-established.
- --------------------------------------------------------------------------------
SP-4            MIG-4; VMIG-4   Notes are of adequate quality, carrying
                                specific risk but having protection and not
                                distinctly or predominantly speculative.
- --------------------------------------------------------------------------------



32                                                  American Century Investments


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

    These contain more information  about the funds'  investments and the market
conditions  and investment  strategies  that  significantly  affected the funds'
performance  during the most recent  fiscal  period.  The annual and  semiannual
reports are  incorporated  by reference into this SAI. This means that these are
legally part of this SAI.

    You can receive free copies of the annual and  semiannual  reports,  and ask
any questions about the funds and your accounts,  by contacting American Century
at the address or telephone numbers listed below.

    If you own or are considering purchasing fund shares through

     * an employer-sponsored retirement plan
     * a bank
     * a broker-dealer
     * an insurance company
     * another financial intermediary

you can receive the annual and semiannual reports directly from them.

    You also can get information  about the funds from the Security and Exchange
Commission (SEC).

* In person            SEC Public Reference Room
                       Washington, D.C. Call 1-800-SEC-0330 for location
                       and hours.

* On the Internet      www.sec.gov

* By mail              SEC Public Reference Section
                       Washington, D.C.
                       20549-6009  (The SEC will  charge a fee for  copying  the
                       documents.)


Investment Company Act File No. 811-7820


- --------------------------------------------------------------------------------
[american century logo (reg. sm)]
American
Century

AMERICAN CENTURY INVESTMENTS
P.O. Box 419200
Kansas City, Missouri 64141-6200

INVESTOR RELATIONS
1-800-345-2021 or 816-531-5575

AUTOMATED INFORMATION LINE
1-800-345-8765

WWW.AMERICANCENTURY.COM

FAX
816-340-7962

TELECOMMUNICATIONS DEVICE FOR THE DEAF
1-800-634-4113 or 816-444-3485

BUSINESS; NOT-FOR-PROFIT AND
EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-353



SH-SAI-16644   9907

<PAGE>
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

PART C    OTHER INFORMATION

ITEM 23   Exhibits  (all  exhibits not filed herewith are being  incorporated
                     herein by reference).

          (a)  (1)  Articles  of  Incorporation  of  Twentieth  Century  Capital
               Portfolios,  Inc., dated June 11, 1993 (filed  electronically  as
               Exhibit 1a to Post-Effective  Amendment No. 5 to the Registration
               Statement on July 31, 1996, File No. 33-64872).

               (2)  Articles   Supplementary   of  Twentieth   Century   Capital
               Portfolios,  Inc., dated March 11, 1996 (filed  electronically as
               Exhibit 1b to Post-Effective  Amendment No. 5 to the Registration
               Statement on July 31, 1996, File No. 33-64872).

               (3)  Articles   Supplementary   of  Twentieth   Century   Capital
               Portfolios, Inc. dated September 9, 1996 (filed electronically as
               Exhibit a3 to Post-Effective Amendment No. 15 to the Registration
               Statement on May 14, 1999, File No. 33-64872).

               (4)  Articles  of  Amendment   of   Twentieth   Century   Capital
               Portfolios, Inc., dated December 2, 1996 (filed electronically as
               Exhibit b1c to Post-Effective Amendment No. 7 to the Registration
               Statement on March 3, 1997, File No. 33-64872).

               (5)   Articles   Supplementary   of  American   Century   Capital
               Portfolios, Inc., dated December 2, 1996 (filed electronically as
               Exhibit b1d to Post-Effective Amendment No. 7 to the Registration
               Statement on March 3, 1997, File No. 33-64872).

               (6)   Articles   Supplementary   of  American   Century   Capital
               Portfolios,  Inc. dated April 30, 1997 (filed  electronically  as
               Exhibit b1e to Post-Effective Amendment No. 8 to the Registration
               Statement on May 21, 1997, File No. 33-64872).

               (7)  Certificate  of  Correction  of  Articles  Supplementary  of
               American  Century  Capital  Portfolios,  Inc.  dated May 15, 1997
               (filed electronically as Exhibit b1f to Post-Effective  Amendment
               No. 8 to the  Registration  Statement on May 21,  1997,  File No.
               33-64872).

               (8) Articles of Merger merging RREEF  Securities  Fund, Inc. with
               and into American Century Capital Portfolios, Inc. dated June 13,
               1997  (filed  electronically  as  Exhibit  a8  to  Post-Effective
               Amendment No. 15 to the  Registration  Statement on May 14, 1999,
               File No. 33-64872).

               (9)   Articles   Supplementary   of  American   Century   Capital
               Portfolios, Inc. dated December 18, 1997 (filed electronically as
               Exhibit b1g to Post-Effective Amendment No. 9 to the Registration
               Statement on February 17, 1998, File No. 33-64872).

               (10)  Articles   Supplementary   of  American   Century   Capital
               Portfolios,  Inc.  dated June 1, 1998  (filed  electronically  as
               Exhibit   b1h  to   Post-Effective   Amendment   No.  11  to  the
               Registration Statement on June 26, 1998, File No. 33-64872).

               (11)  Articles   Supplementary   of  American   Century   Capital
               Portfolios,  Inc. dated January 29, 1999 (filed electronically as
               Exhibit   b1i  to   Post-Effective   Amendment   No.  14  to  the
               Registration  Statement on December 29, 1998, File No. 33-64872).

               (12)  Articles   Supplementary   of  American   Century   Capital
               Portfolios, Inc. dated February 16, 1999 (filed electronically as
               Exhibit   a12  to   Post-Effective   Amendment   No.  15  to  the
               Registration Statement on May 14, 1999, File No. 33-64872).

               (13)  Articles   Supplementary   of  American   Century   Capital
               Portfolios, Inc. is included herein.

          (b)  (1) By-Laws of Twentieth Century Capital Portfolios,  Inc. (filed
               electronically as Exhibit 2 to Post-Effective  Amendment No. 5 to
               the Registration Statement on July 31, 1996, File No. 33-64872).

               (2) Amendment to By-Laws of American Century Capital  Portfolios,
               Inc.  (filed  electronically  as  Exhibit  b2b to  Post-Effective
               Amendment  No. 9 to the  Registration  Statement  on February 17,
               1998, File No. 33-64872).

          (c)  Registrant hereby incorporates by reference,  as though set forth
               fully herein,  Article Fifth,  Article Seventh and Article Eighth
               of Registrants Articles of Incorporation, appearing as Exhibit 1a
               to Post-Effective Amendment No. 5 on Form N-1A of the Registrant;
               and  Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 22, 33, 39, 40, 45 and
               46  of   Registrants   By-Laws   appearing   as   Exhibit   2  to
               Post-Effective  Amendment  No. 5 on Form N-1A of the  Registrant,
               and Sections 25, 30, and 31 of  Registrants  Amendment to By-Laws
               appearing as Exhibit 2b to Post-Effective Amendment No. 9 on Form
               N-1A of the Registrant.

          (d)  (1)  Management   Agreement   between  American  Century  Capital
               Portfolios, Inc. and American Century Investment Management, Inc.
               dated  August 1, 1997  (filed  electronically  as Exhibit  b5a to
               Post-Effective  Amendment No. 9 to the Registration  Statement on
               February 17, 1998, File No. 33-64872).

               (2) Subadvisory Agreement by and between American Century Capital
               Portfolios,  Inc., American Century Investment  Management,  Inc.
               and  RREEF  America,   L.L.C.,  dated  January  27,  1998  (filed
               electronically as Exhibit b5b to  Post-Effective  Amendment No. 9
               to the  Registration  Statement on February  17,  1998,  File No.
               33-64872).

               (3) Addendum to Management  Agreement  between  American  Century
               Capital   Portfolios,   Inc.  and  American  Century   Investment
               Management,  Inc.  dated July 30, 1998 (filed  electronically  as
               Exhibit   b5c  to   Post-Effective   Amendment   No.  11  to  the
               Registration Statement on June 26, 1998, File No. 33-64872).

               (4) Subadvisory  Agreement  between Barclays Global Fund Advisers
               and American Century  Investment  Management,  Inc. dated January
               29, 1999 (filed  electronically  as Exhibit b5d to Post-Effective
               Amendment  No. 14 to the  Registration  Statement on December 29,
               1998, File No. 33-64872).

               (5) Addendum to Management  Agreement  between  American  Century
               Capital   Portfolios,   Inc.  and  American  Century   Investment
               Management,  Inc. dated January 29, 1999 (filed electronically as
               Exhibit   b5e  to   Post-Effective   Amendment   No.  14  to  the
               Registration Statement on December 29, 1998, File No. 33-64872).

               (6) Addendum to Management  Agreement  between  American  Century
               Capital   Portfolios,   Inc.  and  American  Century   Investment
               Management, Inc. is included herein.

          (e)  (1)  Distribution  Agreement  between  American  Century  Capital
               Portfolios,  Inc. and Funds Distributor,  Inc., dated January 15,
               1998  (filed  electronically  as  Exhibit  b6  to  Post-Effective
               Amendment  No.  28 to  the  Registration  Statement  of  American
               Century  Target  Maturities  Trust on January 30, 1998,  File No.
               2-94608).

               (2)  Amendment  No.  1  to  the  Distribution  Agreement  between
               American Century Capital Portfolios,  Inc. and Funds Distributor,
               Inc. dated June 1, 1998 (filed  electronically  as Exhibit b6b to
               Post-Effective  Amendment No. 11 to the Registration Statement on
               June 26, 1998, File No. 33-64872).

               (3)  Amendment  No.  2  to  the  Distribution  Agreement  between
               American Century Capital Portfolios,  Inc. and Funds Distributor,
               Inc. dated December 1, 1998 (filed  electronically as Exhibit b6c
               to Post-Effective  Amendment No. 12 to the Registration Statement
               of American  Century  World  Mutual  Funds,  Inc. on November 13,
               1998, File No. 33-39242).

               (4)  Amendment  No.  3  to  the  Distribution  Agreement  between
               American Century Capital Portfolios,  Inc. and Funds Distributor,
               Inc. dated January 29, 1999 (filed  electronically  as Exhibit e4
               to  Post-Effective  Amendment No. 24 of American Century Variable
               Portfolios, Inc. on January 15, 1999, File No. 33-14567).

               (5)  Amendment  No.  4  to  the  Distribution  Agreement  between
               American Century Capital Portfolios,  Inc. and Funds Distributor,
               Inc. is included herein.

          (f)  Not applicable.

          (g)  (1) Master Agreement by and between  Twentieth  Century Services,
               Inc.  and  Commerce  Bank,  N.A.  dated  January  22, 1997 (filed
               electronically as Exhibit 8e to  Post-Effective  Amendment No. 76
               to the  Registration  Statement of American Century Mutual Funds,
               Inc. on February 28, 1997, File No. 2-14213).

               (2) Global Custody Agreement between The Chase Manhattan Bank and
               the  Twentieth  Century and Benham  Funds,  dated  August 9, 1996
               (filed  electronically as Exhibit 8 to  Post-Effective  Amendment
               No.  31  to  the  Registration   Statement  of  American  Century
               Government Income Trust on February 7, 1997, File No. 2-99222).

          (h)  (1) Transfer Agency Agreement, dated as of August 1, 1993, by and
               between Twentieth Century Capital Portfolios,  Inc. and Twentieth
               Century  Services,  Inc.  (filed  electronically  as Exhibit 9 to
               Post-Effective  Amendment No. 5 to the Registration  Statement on
               July 31, 1996, File No. 33-64872).

               (2) Credit Agreement between American Century Funds and The Chase
               Manhattan Bank, as Administrative  Agent dated as of December 18,
               1998  (filed  electronically  as  Exhibit  h2  to  Post-Effective
               Amendment  No.  37 to  the  Registration  Statement  of  American
               Century  Government  Income  Trust  on  May  7,  1999,  File  No.
               2-99222).

          (i)  Opinion and Consent of Counsel is included herein.

          (j)  (1) Consent of Deloitte & Touche LLP is included herein.

               (2)  Power  of   Attorney   dated   February   19,   1999  (filed
               electronically as Exhibit j2 to  Post-Effective  Amendment No. 15
               to  the  Registration   Statement  on  May  14,  1999,  File  No.
               33-64872).

          (k)  Not applicable.

          (m)  (1)  Master   Distribution  and  Shareholder   Services  Plan  of
               Twentieth  Century Capital  Portfolios,  Inc.,  Twentieth Century
               Investors,  Inc.,  Twentieth Century Strategic Asset Allocations,
               Inc. and Twentieth Century World Investors,  Inc. (Advisor Class)
               dated September 3, 1996 (filed  electronically as Exhibit b15a to
               Post-Effective  Amendment No. 9 to the Registration  Statement on
               February 17, 1998, File No. 33-64872).

               (2)  Amendment  No.  1 to  Master  Distribution  and  Shareholder
               Services  Plan of  American  Century  Capital  Portfolios,  Inc.,
               American Century Mutual Funds,  Inc.,  American Century Strategic
               Asset Allocations,  Inc. and American Century World Mutual Funds,
               Inc. (Advisor Class) dated June 13, 1997 (filed electronically as
               Exhibit  b15d  to   Post-Effective   Amendment   No.  77  to  the
               Registration  Statement of American Century Mutual Funds, Inc. on
               July 17, 1997, File No. 2-14213).

               (3)  Amendment  No.  2 to  Master  Distribution  and  Shareholder
               Services  Plan of  American  Century  Capital  Portfolios,  Inc.,
               American Century Mutual Funds,  Inc.,  American Century Strategic
               Asset Allocations,  Inc. and American Century World Mutual Funds,
               Inc.   (Advisor   Class)   dated   September   30,   1997  (filed
               electronically as Exhibit b15c to Post-Effective Amendment No. 78
               to the  Registration  Statement of American Century Mutual Funds,
               Inc. on February 26, 1998, File No. 2-14213).

               (4)  Amendment  No.  3 to  Master  Distribution  and  Shareholder
               Services  Plan of  American  Century  Capital  Portfolios,  Inc.,
               American Century Mutual Funds,  Inc.,  American Century Strategic
               Asset Allocations,  Inc. and American Century World Mutual Funds,
               Inc. (Advisor Class) dated June 30, 1998 (filed electronically as
               Exhibit  b15e  to   Post-Effective   Amendment   No.  11  to  the
               Registration Statement on June 26, 1998, File No. 33-64872).

               (5)  Amendment  No.  4 to  Master  Distribution  and  Shareholder
               Services  Plan of  American  Century  Capital  Portfolios,  Inc.,
               American Century Mutual Funds,  Inc.,  American Century Strategic
               Asset Allocations,  Inc. and American Century World Mutual Funds,
               Inc.   (Advisor   Class)   dated   November   13,   1998   (filed
               electronically as Exhibit b15e to Post-Effective Amendment No. 12
               to the  Registration  Statement of American  Century World Mutual
               Funds, Inc. on November 13, 1998, File No. 33-39242).

               (6)  Amendment  No.  5 to  Master  Distribution  and  Shareholder
               Services  Plan of  American  Century  Capital  Portfolios,  Inc.,
               American Century Mutual Funds,  Inc.,  American Century Strategic
               Asset Allocations,  Inc. and American Century World Mutual Funds,
               Inc.   (Advisor   Class)   dated   February   16,   1999   (filed
               electronically as Exhibit m6 to  Post-Effective  Amendment No. 83
               to the  Registration  Statement of American Century Mutual Funds,
               Inc. on February 26, 1999, File No. 2-14213).

               (7)  Amendment  No.  6 to  Master  Distribution  and  Shareholder
               Services  Plan of  American  Century  Capital  Portfolios,  Inc.,
               American Century Mutual Funds,  Inc.,  American Century Strategic
               Asset Allocations,  Inc. and American Century World Mutual Funds,
               Inc. (Advisor Class) is included herein.

               (8)  Shareholder  Services  Plan  of  Twentieth  Century  Capital
               Portfolios,  Inc.,  Twentieth Century Investors,  Inc., Twentieth
               Century Strategic Asset  Allocations,  Inc. and Twentieth Century
               World  Investors,  Inc.  (Service  Class) dated September 3, 1996
               (filed electronically as Exhibit b15b to Post-Effective Amendment
               No. 9 to the  Registration  Statement on February 17, 1998,  File
               No. 33-64872).

          (n)  (1) Financial Data Schedule for Value Fund,  Investor  Class,  is
               included herein.

               (2) Financial Data Schedule for Value Fund,  Institutional Class,
               is included herein.

               (3) Financial  Data Schedule for Value Fund,  Advisor  Class,  is
               included herein.

               (4)  Financial  Data  Schedule for Equity  Income Fund,  Investor
               Class, is included herein.

               (5) Financial Data Schedule for Equity Income Fund, Institutional
               Class, is included herein.

               (6)  Financial  Data  Schedule for Equity  Income  Fund,  Advisor
               Class, is included herein.

               (7) Financial Data Schedule for Real Estate Fund, Investor Class,
               is included herein.

               (8) Financial  Data Schedule for Real Estate Fund,  Institutional
               Class, is included herein.

               (9) Financial Data Schedule for Real Estate Fund,  Advisor Class,
               is included herein.

               (10)  Financial  Data  Schedule  for is included  Small Cap Value
               Fund, Investor Class, herein.

               (11)  Financial  Data  Schedule  for is included  Small Cap Value
               Fund, Institutional Class, herein.

               (12)  Financial  Data  Schedule for Equity  Index Fund,  Investor
               Class, is included herein.

               (13) Financial Data Schedule for Equity Index Fund, Institutional
               Class, is included herein.

               (14) Financial Data Schedule for is included Large Cap Value Fund
               herein.

          (o)  (1) Multiple Class Plan of Twentieth Century Capital  Portfolios,
               Inc.,  Twentieth  Century  Investors,   Inc.,  Twentieth  Century
               Strategic  Asset  Allocations,  Inc. and Twentieth  Century World
               Investors,  Inc. dated September 3, 1996 (filed electronically as
               Exhibit b18 to Post-Effective Amendment No. 9 to the Registration
               Statement on February 17, 1998, File No. 33-64872).

               (2)  Amendment No. 1 to Multiple  Class Plan of American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World  Mutual  Funds,  Inc.  dated June 13,  1997 (filed
               electronically as Exhibit b18b to Post-Effective Amendment No. 77
               to the  Registration  Statement of American Century Mutual Funds,
               Inc. on July 17, 1997, File No. 2-14213).

               (3)  Amendment No. 2 to Multiple  Class Plan of American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc. dated September 30, 1997 (filed
               electronically as Exhibit b18c to Post-Effective Amendment No. 78
               to the  Registration  Statement of American Century Mutual Funds,
               Inc. on February 26, 1998, File No. 2-14213).

               (4)  Amendment No. 3 to Multiple  Class Plan of American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World  Mutual  Funds,  Inc.  dated June 30,  1998 (filed
               electronically as Exhibit b18d to Post-Effective Amendment No. 11
               to the Registration Statement on June 26, 1998, 33-64872).

               (5)  Amendment No. 4 to Multiple  Class Plan of American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc.  dated November 13, 1998 (filed
               electronically as Exhibit b18e to Post-Effective Amendment No. 12
               to the  Registration  Statement of American  Century World Mutual
               Funds, Inc. on November 13, 1998, File No. 33-39242).

               (6)  Amendment No. 5 to Multiple  Class Plan of American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World Mutual Funds,  Inc.  dated January 29, 1999 (filed
               electronically as Exhibit b18f to Post-Effective Amendment No. 14
               to the  Registration  Statement on December  29,  1998,  File No.
               33-64872).

               (7)  Amendment No. 6 to Multiple  Class Plan of American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds, Inc. is included herein.

ITEM 24.  Persons Controlled by or Under Common Control with Registrant - None.

ITEM 25.  Indemnification.

          The  Registrant  is a  Maryland  corporation.  Section  2-418  of  the
          Maryland  General  Corporation  Law allows a Maryland  corporation  to
          indemnify its officers, directors,  employees and agents to the extent
          provided in such statute.

          Article XIII of the Registrant's  Articles of  Incorporation  requires
          the indemnification of the Registrant's  directors and officers to the
          extent permitted by Section 2-418 of the Maryland General  Corporation
          Law, the Investment Company Act of 1940 and all other applicable laws.

          The Registrant has purchased an insurance policy insuring its officers
          and  directors  against  certain  liabilities  which such officers and
          directors  may incur while  acting in such  capacities  and  providing
          reimbursement  to the Registrant for sums which it may be permitted or
          required   to  pay  to  its   officers   and   directors   by  way  of
          indemnification  against such  liabilities,  subject in either case to
          clauses respecting deductibility and participation.

ITEM 26.  Business and Other Connections of Investment Advisor.

          American Century Investment Management,  Inc., the investment advisor,
          is engaged in the  business of  managing  investments  for  registered
          investment   companies,   deferred   compensation   plans   and  other
          institutional investors.

ITEM 27.  Principal Underwriters

          (a)  Funds  Distributor,  Inc. (the  "Distributor")  acts as principal
               underwriter for the following investment companies.

          American Century California Tax-Free and Municipal Funds
          American Century Capital Portfolios, Inc.
          American Century Government Income Trust
          American Century International Bond Funds
          American Century Investment Trust
          American Century Municipal Trust
          American Century Mutual Funds, Inc.
          American Century Premium Reserves, Inc.
          American Century Quantitative Equity Funds
          American Century Strategic Asset Allocations, Inc.
          American Century Target Maturities Trust
          American Century Variable Portfolios, Inc.
          American Century World Mutual Funds, Inc.
          The Brinson Funds
          Dresdner RCM Capital Funds, Inc.
          Dresdner RCM Equity Funds, Inc.
          J.P. Morgan Institutional Funds
          J.P. Morgan Funds
          JPM Series Trust
          JPM Series Trust II
          LaSalle Partners Funds, Inc.
          Kobrick Investment Trust
          Merrimac Series
          Monetta Fund, Inc.
          Monetta Trust
          The Montgomery Funds I
          The Montgomery Funds II
          The Munder Framlington Funds Trust
          The Munder Funds Trust
          The Munder Funds, Inc.
          National Investors Cash Management Fund, Inc.
          Orbitex Group of Funds
          SG Cowen Funds, Inc.
          SG Cowen Income + Growth Fund, Inc.
          SG Cowen Standby Reserve Fund, Inc.
          SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
          SG Cowen Series Funds, Inc.
          St. Clair Funds, Inc.
          The Skyline Funds
          Waterhouse Investors Family of Funds, Inc.
          WEBS Index Fund, Inc.

          The  Distributor  is  registered  with  the  Securities  and  Exchange
          Commission  as  a  broker-dealer  and  is a  member  of  the  National
          Association of Securities  Dealers.  The  Distributor is located at 60
          State Street, Suite 1300, Boston, Massachusetts 02109. The Distributor
          is an indirect wholly-owned  subsidiary of Boston Institutional Group,
          Inc., a holding company all of whose  outstanding  shares are owned by
          key employees.

          (b)  The following is a list of the executive officers,  directors and
               partners of the Distributor:

<TABLE>
Name and Principal Business          Positions and Offices with          Positions and Offices with
Address*                             Underwriter                         Registrant

<S>                                 <C>                                 <C>
Marie E. Connolly                    Director, President and Chief       none
                                     Executive Officer

George A. Rio                        Executive Vice President            President, Principal Executive
                                                                         and Principal Financial Officer

Donald R. Roberson                   Executive Vice President            none

William S. Nichols                   Executive Vice President            none

Margaret W. Chambers                 Senior Vice President,              none
                                     General Counsel, Chief
                                     Compliance Officer,
                                     Secretary and Clerk

Joseph F. Tower, III                 Director, Senior Vice President,    none
                                     Treasurer and Chief Financial
                                     Officer

Paula R. David                       Senior Vice President               none

Gary S. MacDonald                    Senior Vice President               none

Judith K. Benson                     Senior Vice President               none

William J. Nutt                      Chairman and Director               none
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

          (c)  Not applicable.

ITEM 28.  Location of Accounts and Records.

          All accounts,  books and other documents  required to be maintained by
          Section 31(a) of the 1940 Act, and the rules  promulgated  thereunder,
          are  in  the  possession  of  Registrant,  American  Century  Services
          Corporation  and American  Century  Investment  Management,  Inc., all
          located at 4500 Main Street, Kansas City, Missouri 64111.

ITEM 29.  Management Services - Not applicable.

ITEM 30.  Undertakings - Not applicable.
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the Registrant  certifies that it meets all the
requirements for  effectiveness of this  Post-Effective  Amendment No. 16 to its
Registration  Statement pursuant to Rule 485(b) promulgated under the Securities
Act of 1933, as amended,  and has duly caused this Post-Effective  Amendment No.
16 to its Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly authorized,  in the City of Kansas City, State of Missouri on the
29th day of July, 1999.

                                    American Century Capital Portfolios, Inc.
                                                 (Registrant)

                                    By:  /*/George A. Rio
                                         George A. Rio, President,
                                         Principal Executive and
                                         Principal Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 16 has been signed below by the following  persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                 Title                           Date
<S>                                <C>                               <C>
*George A. Rio                     President, Principal Executive    July 29, 1999
- -------------------------          and Principal Financial Officer
George A. Rio

*Maryanne Roepke                   Vice President and Treasurer      July 29, 1999
- -------------------------
Maryanne Roepke

*James E. Stowers, Jr.             Director                          July 29, 1999
- -------------------------
James E. Stowers, Jr.

*James E. Stowers III              Director                          July 29, 1999
- -------------------------
James E. Stowers, III

*Thomas A. Brown                   Director                          July 29, 1999
- -------------------------
Thomas A. Brown

*Robert W. Doering, M.D.           Director                          July 29, 1999
- -------------------------
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D.             Director                          July 29, 1999
- -------------------------
Andrea C. Hall, Ph.D.

*D. D. (Del) Hock                  Director                          July 29, 1999
- -------------------------
D. D. (Del) Hock

*Donald H. Pratt                   Director                          July 29, 1999
- -------------------------
Donald H. Pratt

*Lloyd T. Silver, Jr.              Director                          July 29, 1999
- -------------------------
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord            Director                          July 29, 1999
- -------------------------
M. Jeannine Strandjord


*By /s/David H. Reinmiller
    David H. Reinmiller
    Attorney-in-Fact
</TABLE>

                                 EXHIBIT INDEX

EXHIBIT        DESCRIPTION OF DOCUMENT
NUMBER

EX-99.a1       Articles  of   Incorporation   of   Twentieth   Century   Capital
               Portfolios, Inc. (filed as Exhibit 1a to Post-Effective Amendment
               No.  5  to  the  Registration  Statement  on  Form  N-1A  of  the
               Registrant,  File  No.  33-64872,  filed on July  31,  1996,  and
               incorporated herein by reference).

EX-99.a2       Articles  Supplementary of Twentieth Century Capital  Portfolios,
               Inc.  (filed as Exhibit 1b to  Post-Effective  Amendment No. 5 to
               the Registration  Statement on Form N-1A of the Registrant,  File
               No. 33-64872,  filed on July 31, 1996, and incorporated herein by
               reference).

EX-99.a3       Articles  Supplementary of Twentieth Century Capital  Portfolios,
               Inc.   dated   September   9,  1996   (filed  as  Exhibit  a3  to
               Post-Effective  Amendment No. 15 to the Registration Statement on
               Form N-1A of the Registrant,  File No. 33-64872, filed on May 14,
               1999, and incorporated herein by reference).

EX-99.a4       Articles of Amendment of Twentieth  Century  Capital  Portfolios,
               Inc.,   dated   December   2,  1996  (filed  as  Exhibit  b1c  to
               Post-Effective  Amendment No. 7 to the Registration  Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on March 3,
               1997, and incorporated herein by reference).

EX-99.a5       Articles  Supplementary of American  Century Capital  Portfolios,
               Inc.,   dated   December   2,  1996  (filed  as  Exhibit  b1d  to
               Post-Effective  Amendment No. 7 to the Registration  Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on March 3,
               1997, and incorporated herein by reference).

EX-99.a6       Articles  Supplementary of American  Century Capital  Portfolios,
               Inc. dated April 30, 1997 (filed as Exhibit b1e to Post-Effective
               Amendment No. 8 to the Registration Statement on Form N-1A of the
               Registrant,  File  No.  33-64872,  filed  on May  21,  1997,  and
               incorporated herein by reference).

EX-99.a7       Certificate of Correction to Articles  Supplementary  of American
               Century  Capital  Portfolios,  Inc.  dated May 15, 1997 (filed as
               Exhibit b1f to Post-Effective Amendment No. 8 to the Registration
               Statement  on Form  N-1A of the  Registrant,  File No.  33-64872,
               filed on May 21, 1997, and incorporated herein by reference).

EX-99.a8       Articles of Merger  merging RREEF  Securities  Fund Inc. with and
               into American  Century  Capital  Portfolios,  Inc. dated June 13,
               1997 (filed as Exhibit a8 to  Post-Effective  Amendment No. 15 to
               the Registration  Statement on Form N-1A of the Registrant,  File
               No. 33-64872,  filed on May 14, 1999, and incorporated  herein by
               reference).

EX-99.a9       Articles  Supplementary of American  Century Capital  Portfolios,
               Inc.   dated   December   18,  1997  (filed  as  Exhibit  b1g  to
               Post-Effective  Amendment No. 9 to the Registration  Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on February
               17, 1998, and incorporated herein by reference).

EX-99.a10      Articles  Supplementary of American  Century Capital  Portfolios,
               Inc.  dated June 1, 1998 (filed as Exhibit b1h to  Post-Effective
               Amendment  No. 11 to the  Registration  Statement on Form N-1A of
               the Registrant,  File No.  33-64872,  filed on June 26, 1998, and
               incorporated herein by reference).

EX-99.a11      Articles  Supplementary of American  Century Capital  Portfolios,
               Inc.   dated   January   29,   1999  (filed  as  Exhibit  b1i  to
               Post-Effective  Amendment No. 14 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on December
               29, 1998, and incorporated herein by reference).

EX-99.a12      Articles  Supplementary of American  Century Capital  Portfolios,
               Inc.   dated   February   16,  1999  (filed  as  Exhibit  a12  to
               Post-Effective  Amendment No. 15 to the Registration Statement on
               Form N-1A of the Registrant,  File No. 33-64872, filed on May 14,
               1999, and incorporated herein by reference).

EX-99.a13      Articles  Supplementary of American  Century Capital  Portfolios,
               Inc. is included herein.

EX-99.b1       By-Laws of Twentieth Century Capital  Portfolios,  Inc. (filed as
               Exhibit 2 to  Post-Effective  Amendment No. 5 to the Registration
               Statement  on Form  N-1A of the  Registrant,  File No.  33-64872,
               filed on July 31, 1996, and incorporated herein by reference).

EX-99.b2       Amendment to By-Laws of American Century Capital Portfolios, Inc.
               (filed as Exhibit b2b to  Post-Effective  Amendment  No. 9 to the
               Registration  Statement on Form N-1A of the Registrant,  File No.
               33-64872,  filed  February 17, 1998, and  incorporated  herein by
               reference).

EX-99.d1       Management Agreement between American Century Capital Portfolios,
               Inc. and  American  Century  Investment  Management,  Inc.  dated
               August 1, 1997 (filed as Exhibit b5a to Post-Effective  Amendment
               No.  9  to  the  Registration  Statement  on  Form  N-1A  of  the
               Registrant,  File No.  33-64872,  filed  February 17,  1998,  and
               incorporated herein by reference).

EX-99.d2       Subadvisory  Agreement by and between  American  Century  Capital
               Portfolios,  Inc., American Century Investment  Management,  Inc.
               and RREEF  America  L.L.C.,  dated  January  27,  1998  (filed as
               Exhibit b5b to Post-Effective Amendment No. 9 to the Registration
               Statement  on Form  N-1A of the  Registrant,  File No.  33-64872,
               filed February 17, 1998, and incorporated herein by reference).

EX-99.d3       Addendum to Management Agreement between American Century Capital
               Portfolios, Inc. and American Century Investment Management, Inc.
               dated  July 30,  1998  (filed as  Exhibit  b5c to  Post-Effective
               Amendment  No. 11 to the  Registration  Statement on Form N-1A of
               the  Registrant,  File No.  33-64872,  filed June 26,  1998,  and
               incorporated herein by reference).

EX-99.d4       Subadvisory  Agreement  between Barclays Global Fund Advisers and
               American Century  Investment  Management,  Inc. dated January 29,
               1999 (filed as Exhibit b5d to Post-Effective  Amendment No. 14 to
               the Registration  Statement on Form N-1A of the Registrant,  File
               No. 33-64872, filed on December 29, 1998, and incorporated herein
               by reference).

EX-99.d5       Addendum to Management Agreement between American Century Capital
               Portfolios, Inc. and American Century Investment Management, Inc.
               dated  January 29,  1999 (filed as Exhibit b5e to  Post-Effective
               Amendment  No. 14 to the  Registration  Statement on Form N-1A of
               the Registrant,  File No.  33-64872,  filed on December 29, 1998,
               and incorporated herein by reference).

EX-99.d6       Addendum to Management Agreement between American Century Capital
               Portfolios, Inc. and American Century Investment Management, Inc.
               is included herein.

EX-99.e1       Distribution   Agreement   between   American   Century   Capital
               Portfolios,  Inc. and Funds  Distributor,  Inc. dated January 15,
               1998 (filed as Exhibit 6 to  Post-Effective  Amendment  No. 28 to
               the  Registration  Statement  on Form  N-1A of  American  Century
               Target Maturities  Trust, File No. 2-94608,  filed on January 30,
               1998, and incorporated herein by reference).

EX-99.e2       Amendment  No.  1  to  Distribution  Agreement  between  American
               Century  Capital  Portfolios,  Inc. and Funds  Distributor,  Inc.
               dated  June 1,  1998  (filed  as  Exhibit  b6b to  Post-Effective
               Amendment  No. 11 to the  Registration  Statement on Form N-1A of
               the Registrant,  File No.  33-64872,  filed on June 26, 1998, and
               incorporated herein by reference).

EX-99.e3       Amendment  No.  2  to  Distribution  Agreement  between  American
               Century  Capital  Portfolios,  Inc. and Funds  Distributor,  Inc.
               dated  December 1, 1998  (filed as Exhibit b6c to  Post-Effective
               Amendment  No. 12 to the  Registration  Statement on Form N-1A of
               American  Century World Mutual Funds,  Inc.,  File No.  33-39242,
               filed  on  November  13,  1998,   and   incorporated   herein  by
               reference).

EX-99.e4       Amendment  No.  3  to  Distribution  Agreement  between  American
               Century  Capital  Portfolios,  Inc. and Funds  Distributor,  Inc.
               dated  January 29,  1999  (filed as Exhibit e4 to  Post-Effective
               Amendment  No. 28 to the  Registration  Statement on Form N-1A of
               American  Century Variable  Portfolios,  Inc., File No. 33-14567,
               filed on January 15, 1999, and incorporated herein by reference).

EX-99.e5       Amendment  No.  4  to  Distribution  Agreement  between  American
               Century Capital Portfolios,  Inc. and Funds Distributor,  Inc. is
               included herein.

EX-99.g1       Master Agreement by and between Twentieth Century Services,  Inc.
               and Commerce Bank,  N.A. dated January 22, 1997 (filed as Exhibit
               8e  to  Post-Effective  Amendment  No.  76  to  the  Registration
               Statement on Form N-1A of American  Century  Mutual Funds,  Inc.,
               File No.  2-14213,  filed on February  28, 1997 and  incorporated
               herein by reference).

EX-99.g2       Global Custody Agreement between The Chase Manhattan Bank and the
               Twentieth  Century and Benham Funds,  dated August 9, 1996 (filed
               as  Exhibit  b8  to  Post-Effective   Amendment  No.  31  to  the
               Registration   Statement   on  Form  N-1A  of  American   Century
               Government  Income Trust,  File No.  2-99222,  filed  February 7,
               1997, and incorporated herein by reference).

EX-99.h1       Transfer  Agency  Agreement  dated as of August 1,  1993,  by and
               between Twentieth Century Capital Portfolios,  Inc. and Twentieth
               Century  Services,  Inc.  (filed as  Exhibit 9 to  Post-Effective
               Amendment No. 5 to the Registration Statement on Form N-1A of the
               Registrant,  File  No.  33-64872,  filed on July  31,  1996,  and
               incorporated herein by reference).

EX-99.h2       Credit  Agreement  between  American  Century Funds and The Chase
               Manhattan Bank, as Administrative  Agent dated as of December 18,
               1998 (filed as Exhibit h2 to  Post-Effective  Amendment No. 37 to
               the  Registration  Statement  on Form  N-1A of  American  Century
               Government Income Trust, File No. 2-99222,  filed on May 7, 1999,
               and incorporated herein by reference).

EX-99.i        Opinion and Consent of Counsel is included herein.

EX-99.j1       Consent of Deloitte & Touche LLP is included herein.

EX-99.j2       Power of Attorney dated February 19, 1999 (filed as Exhibit j2 to
               Post-Effective  Amendment No. 15 to the Registration Statement on
               Form N-1A of the Registrant,  File No. 33-64872, filed on May 14,
               1999, and incorporated herein by reference).

EX-99.m1       Master  Distribution  and Shareholder  Services Plan of Twentieth
               Century Capital  Portfolios,  Inc.,  Twentieth Century Investors,
               Inc.,  Twentieth  Century Strategic Asset  Allocations,  Inc. and
               Twentieth  Century World  Investors,  Inc.  (Advisor Class) dated
               September  3,  1996  (filed  as  Exhibit  b15a to  Post-Effective
               Amendment No. 9 to the Registration Statement on Form N-1A of the
               Registrant,  File No.  33-64872,  filed on February 17, 1998, and
               incorporated herein by reference).

EX-99.m2       Amendment No. 1 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor  Class)  dated June 13, 1997  (filed as Exhibit  b15b to
               Post-Effective  Amendment No. 77 to the Registration Statement on
               Form  N-1A of  American  Century  Mutual  Funds,  Inc.,  File No.
               2-14213,  filed on July 17,  1997,  and  incorporated  herein  by
               reference).

EX-99.m3       Amendment No. 2 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor  Class) dated  September 30, 1997 (filed as Exhibit b15c
               to Post-Effective  Amendment No. 78 to the Registration Statement
               on Form N-1A of American  Century  Mutual Funds,  Inc.,  File No.
               2-14213,  filed on February 26, 1998, and incorporated  herein by
               reference).

EX-99.m4       Amendment No. 3 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor  Class)  dated June 30, 1998  (filed as Exhibit  b15e to
               Post-Effective  Amendment No. 11 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on June 26,
               1998, and incorporated herein by reference).

EX-99.m5       Amendment No. 4 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor Class) dated November 13, 1998 (filed as Exhibit b15e to
               Post-Effective  Amendment No. 12 to the Registration Statement on
               Form N-1A of American Century World Mutual Funds,  Inc., File No.
               33-39242,  filed on November 13, 1998, and incorporated herein by
               reference).

EX-99.m6       Amendment No. 5 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor  Class) dated  February 16, 1999 (filed as Exhibit m6 to
               Post-Effective  Amendment No. 83 to the Registration Statement on
               Form  N-1A of  American  Century  Mutual  Funds,  Inc.,  File No.
               2-14213,  filed on February 26, 1999, and incorporated  herein by
               reference).

EX-99.m7       Amendment No. 6 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor Class) is included herein.

EX-99.m8       Shareholder   Services   Plan  of   Twentieth   Century   Capital
               Portfolios,  Inc.,  Twentieth Century Investors,  Inc., Twentieth
               Century Strategic Asset  Allocations,  Inc. and Twentieth Century
               World  Investors,  Inc.  (Service  Class) dated September 3, 1996
               (filed as Exhibit b15b to  Post-Effective  Amendment No. 9 to the
               Registration  Statement on Form N-1A of the Registrant,  File No.
               33-64872,  filed on February 17, 1998, and incorporated herein by
               reference).

EX-99.o1       Multiple  Class Plan of  Twentieth  Century  Capital  Portfolios,
               Inc.,  Twentieth  Century  Investors,   Inc.,  Twentieth  Century
               Strategic  Asset  Allocations,  Inc. and Twentieth  Century World
               Investors,  Inc. dated September 3, 1996 (filed as Exhibit b18 to
               Post-Effective  Amendment No. 9 to the Registration  Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on February
               17, 1998, and incorporated herein by reference).

EX-99.o2       Amendment  No.  1 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World Mutual Funds,  Inc.  dated June 13, 1997 (filed as
               Exhibit  b18b  to   Post-Effective   Amendment   No.  77  to  the
               Registration  Statement on Form N-1A of American  Century  Mutual
               Funds,  Inc.,  File No.  2-14213,  filed on July  17,  1997,  and
               incorporated herein by reference).

EX-99.o3       Amendment  No.  2 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc. dated September 30, 1997 (filed
               as  Exhibit  b18c  to  Post-Effective  Amendment  No.  78 to  the
               Registration  Statement on Form N-1A of American  Century  Mutual
               Funds,  Inc., File No.  2-14213,  filed on February 26, 1998, and
               incorporated herein by reference).

EX-99.o4       Amendment  No.  3 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century  World Mutual Funds,  Inc.  dated June 30, 1998 (filed as
               Exhibit  b18d  to   Post-Effective   Amendment   No.  11  to  the
               Registration  Statement on Form N-1A of the Registrant,  File No.
               33-64872,  filed on June 26,  1998,  and  incorporated  herein by
               reference).

EX-99.o5       Amendment  No.  4 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc.  dated November 13, 1998 (filed
               as  Exhibit  b18e  to  Post-Effective  Amendment  No.  12 to  the
               Registration  Statement of American  Century  World Mutual Funds,
               Inc.,  File  No.  33-39242,  filed  on  November  13,  1998,  and
               incorporated herein by reference).

EX-99.o6       Amendment  No.  5 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds, Inc. dated January 29, 1999 (filed as
               Exhibit  b18f  to   Post-Effective   Amendment   No.  14  to  the
               Registration  Statement on Form N-1A of the Registrant,  File No.
               33-64872,  filed on December 29, 1998, and incorporated herein by
               reference).

EX-99.o7       Amendment  No.  6 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds, Inc. is included herein.

EX-27.1.1a     Financial Data Schedule for Value Fund - Investor Class.

EX-27.1.1b     Financial Data Schedule for Value Fund - Institutional Class.

EX-27.1.1c     Financial Data Schedule for Value Fund - Advisor Class.

EX-27.1.2a     Financial Data Schedule for Equity Income Fund - Investor Class.

EX-27.1.2b     Financial  Data Schedule for Equity  Income Fund -  Institutional
               Class.

EX-27.1.2c     Financial Data Schedule for Equity Income Fund - Advisor Class.

EX-27.1.3a     Financial Data Schedule for Real Estate Fund - Investor Class.

EX-27.1.3b     Financial  Data  Schedule  for Real Estate  Fund -  Institutional
               Class.

EX-27.1.3c     Financial Data Schedule for Real Estate Fund - Advisor Class.

EX-27.1.4a     Financial  Data  Schedule  for Small Cap  Value  Fund -  Investor
               Class.

EX-27.1.4b     Financial Data Schedule for Small Cap Value Fund -  Institutional
               Class.

EX-27.1.5a     Financial Data Schedule for Equity Index Fund - Investor Class.

EX-27.1.5b     Financial  Data  Schedule for Equity  Index Fund -  Institutional
               Class.

EX-27.1.6      Financial Data Schedule for Large Cap Value Fund.

                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


                             ARTICLES SUPPLEMENTARY


         AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

         FIRST: Pursuant to authority expressly vested in the Board of Directors
by Article  FIFTH and Article  SEVENTH of the Articles of  Incorporation  of the
Corporation,  the Board of Directors of the Corporation  has duly  established a
new series of shares titled Large Cap Value Fund  (hereinafter  referred to as a
"Series") for the  Corporation's  stock and has  allocated  One Hundred  Million
(100,000,000)  shares of the One  Billion One  Hundred  Million  (1,100,000,000)
shares  of  authorized  capital  stock of the  Corporation,  par  value One Cent
($0.01)  per  share,   for  an  aggregate  par  value  of  One  Million  Dollars
($1,000,000) to the new Series.  As a result of the action taken by the Board of
Directors referenced in Article FIRST of these Articles  Supplementary,  the six
(6) Series of stock of the  Corporation  and the number of shares and  aggregate
par value of each is as follows:

         Series              Number of Shares              Aggregate Par Value

Value Fund                     550,000,000                      $5,500,000

Equity Income Fund             125,000,000                      $1,250,000

Real Estate Fund               100,000,000                      $1,000,000

Small Cap Value Fund           100,000,000                      $1,000,000

Equity Index Fund              125,000,000                     $ 1,250,000

Large Cap Value                100,000,000                      $1,000,000

The par  value of each  share of stock in each  Series is One Cent  ($0.01)  per
share.

         SECOND:  Pursuant  to  authority  expressly  vested  in  the  Board  of
Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation,
the Board of Directors of the  Corporation  (a) has duly  established  three (3)
classes of shares (each hereinafter referred to as a "Class") for the new Series
of the  capital  stock  of the  Corporation  and (b) has  allocated  the  shares
designated to the new Series in Article FIRST above among the Classes of shares.
As a result of the action taken by the Board of Directors, the Classes of shares
of the six (6) Series of stock of the  Corporation  and the number of shares and
aggregate par value of each is as follows:




                                           Number of Shares            Aggregate
Series Name             Class Name           as Allocated              Par Value

Value Fund              Investor              500,000,000             $5,000,000
                        Institutional          25,000,000                250,000
                        Service                         0                      0
                        Advisor                25,000,000                250,000

Equity Income Fund      Investor               75,000,000              $ 750,000
                        Institutional          25,000,000                250,000
                        Service                         0                      0
                        Advisor                25,000,000                250,000

Real Estate Fund        Investor               50,000,000              $ 500,000
                        Institutional          25,000,000                250,000
                        Advisor                25,000,000                250,000

Small Cap Value Fund    Investor               50,000,000              $ 500,000
                        Institutional          25,000,000                250,000
                        Advisor                25,000,000                250,000

Equity Index Fund       Investor               25,000,000              $ 250,000
                        Institutional         100,000,000              1,000,000

Large Cap Value Fund    Investor               50,000,000              $ 500,000
                        Institutional          25,000,000                250,000
                        Advisor                25,000,000                250,000

         THIRD:  Except as otherwise provided by the express provisions of these
Articles  Supplementary,  nothing herein shall limit, by inference or otherwise,
the  discretionary  right of the Board of  Directors to  serialize,  classify or
reclassify and issue any unissued  shares of any Series or Class or any unissued
shares that have not been  allocated  to a Series or Class,  and to fix or alter
all terms thereof,  to the full extent provided by the Articles of Incorporation
of the Corporation.

         FOURTH:  A description  of the series and classes of shares,  including
the  preferences,  conversion  and other rights,  voting  powers,  restrictions,
limitations  as to  dividends,  qualifications,  and  terms and  conditions  for
redemption is set forth in the Articles of  Incorporation of the Corporation and
is not  changed by these  Articles  Supplementary,  except  with  respect to the
creation and/or designation of the various Series.

         FIFTH:   The  Board  of  Directors  of  the  Corporation  duly  adopted
resolutions dividing into Series the authorized capital stock of the Corporation
and   allocating   shares  to  each  Series  as  set  forth  in  these  Articles
Supplementary.

         SIXTH:   The  Board  of  Directors  of  the  Corporation  duly  adopted
resolutions  establishing a new Series and allocating  shares to the Series,  as
set forth in Article  FIRST,  and  dividing  the Series of capital  stock of the
Corporation into Classes as set forth in Article SECOND.


         IN WITNESS  WHEREOF,  AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC. has
caused these Articles  Supplementary  to be signed and  acknowledged in its name
and on its  behalf  by its  Vice  President  and  attested  to by its  Assistant
Secretary on this 2nd day of June, 1999.

                            AMERICAN CENTURY CAPITAL
ATTEST:                                     PORTFOLIOS, INC.


/s/ David H. Reinmiller                     By: /s/ David C. Tucker
Name:  David H. Reinmiller                      Name:   David C. Tucker
Title: Assistant Secretary                      Title:  Vice President


         THE UNDERSIGNED Vice President of AMERICAN CENTURY CAPITAL  PORTFOLIOS,
INC.,  who  executed  on  behalf  of said  Corporation  the  foregoing  Articles
Supplementary to the Charter,  of which this certificate is made a part,  hereby
acknowledges,  in the name of and on behalf of said  Corporation,  the foregoing
Articles  Supplementary  to  the  Charter  to  be  the  corporate  act  of  said
Corporation,  and  further  certifies  that,  to  the  best  of  his  knowledge,
information and belief,  the matters and facts set forth therein with respect to
the approval  thereof are true in all material  respects  under the penalties of
perjury.



Dated: June 2, 1999.                           /s/ David C. Tucker
                                               David C. Tucker, Vice President

                        ADDENDUM TO MANAGEMENT AGREEMENT


         This Addendum,  dated as of July 30, 1999,  supplements  the Management
Agreement (the "Agreement")  dated as of August 1, 1997, by and between American
Century  Capital  Portfolios,  Inc.,  ("ACCP") and American  Century  Investment
Management, Inc. ("ACIM").

         IN  CONSIDERATION   of  the  mutual  promises  and  conditions   herein
contained,  the parties agree as follows (all capitalized  terms used herein and
not otherwise defined having the meaning given them in the Agreement):

         1. ACIM shall manage the following  series (the "New Series") of shares
to be issued by ACCP, and for such  management  shall receive the Applicable Fee
set forth below:

                                                      Average         Applicable
Name of Series           Name of Class              Net Assets         Fee Rate
- --------------           -------------              ----------         --------

Large Cap Value Fund     Investor Class           first $ 1 billion     0.90%
                                                  next $4 billion       0.80%
                                                  over $5 billion       0.70%
                         Institutional Class      first $1 billion      0.70%
                                                  next $4 billion       0.60%
                                                  over $5 billion       0.50%
                         Advisor Class            first $1 billion      0.65%
                                                  next $4 billion       0.55%
                                                  over $5 billion       0.45%

         2. ACIM shall  manage the New Series in  accordance  with the terms and
conditions   specified   in  the   Agreement   for   its   existing   management
responsibilities.

         IN WITNESS  WHEREOF,  the  parties  have  caused  this  Addendum to the
Agreement to be executed by their respective duly authorized  officers as of the
day and year first above written.

Attest:                                     AMERICAN CENTURY
                                              CAPITAL PORTFOLIOS, INC.


/s/ David H. Reinmiller                     /s/ David C. Tucker
David H. Reinmiller                         David C. Tucker
Assistant Secretary                         Vice President


Attest:                                     AMERICAN CENTURY INVESTMENT
                                              MANAGEMENT, INC.

/s/ David H. Reinmiller                     /s/ William M. Lyons
David H. Reinmiller                         Willliam M. Lyons
Assistant Secretary                         Executive Vice President

                    AMENDMENT NO. 4 TO DISTRIBUTION AGREEMENT


         THIS AMENDMENT NO. 4 TO  DISTRIBUTION  AGREEMENT is made as of the 30th
of  July,  1999,  by and  between  each of the open  end  management  investment
companies listed on Schedule A, attached  hereto,  as of the dates noted on such
Schedule A, together  with all other open end  management  investment  companies
subsequently  established  and made subject to this Agreement in accordance with
Section  16  (the  "Issuers")  and  Funds  Distributor,   Inc.  ("Distributor").
Capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to them in the Distribution Agreement.

                                    RECITALS

         WHEREAS,   the  Issuers  and  Distributor  are  parties  to  a  certain
Distribution Agreement dated January 15, 1998, amended June 1, 1998, December 1,
1998 and January 29, 1999 (the "Distribution Agreement"); and

         WHEREAS, since the date of the Distribution Agreement, the names of the
Funds have changed ; and

         WHEREAS, American Century Capital Portfolios,  Inc. has added a series,
Large Cap Value Fund; and

         WHEREAS,  the parties  desire to amend the  Distribution  Agreement  to
reflect  the new  names of the  funds  and to add the new  series  and  multiple
classes.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto agree as follows:

         1. The new  series  is  hereby  added  as a party  to the  Distribution
Agreement.

         2.  Schedules  A, B, C, D and E to  Distribution  Agreement  are hereby
amended by deleting  the text thereof in their  entirety  and  inserting in lieu
therefor the Schedules A, B, C, D and E attached hereto.

         3. After the date hereof, all references to the Distribution  Agreement
shall be deemed to mean the Distribution  Agreement, as amended by Amendment No.
1, Amendment 2, Amendment No. 3 and this Amendment No. 4.

         4. In the event of a conflict  between the terms of this  Amendment No.
4,  Amendment  No. 3,  Amendment  No. 2,  Amendment  No. 1 and the  Distribution
Agreement,  it is the intention of the parties that the terms of this  Amendment
No. 4 shall control and the Distribution  Agreement shall be interpreted on that
basis. To the extent the provisions of the Distribution Agreement, Amendment No.
1,  Amendment No. 2 and Amendment No. 3 have not been amended by this  Amendment
No. 4, the parties hereby confirm and ratify the Distribution Agreement.

         5. This  Amendment  No. 4 may be executed in two or more  counterparts,
each of which shall be an original and all of which  together  shall  constitute
one instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 4
as of the date first above written.

                       FUNDS DISTRIBUTOR, INC.


                       By: /s/ Marie E. Connolly
                       Name:   Marie E. Connolly
                       Title:  President and CEO

                       AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                       AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY GOVERNMENT INCOME TRUST
                       AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                       AMERICAN CENTURY INVESTMENT TRUST
                       AMERICAN CENTURY MUNICIPAL TRUST
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
                       AMERICAN CENTURY PREMIUM RESERVES, INC.
                       AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                       AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                       AMERICAN CENTURY TARGET MATURITIES TRUST
                       AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                       By:  /s/ David C. Tucker
                              David C. Tucker
                              Vice President of each of the Issuers

<TABLE>
                                   SCHEDULE A

           COMPANIES AND FUNDS COVERED BY THIS DISTRIBUTION AGREEMENT
FUND                                                                   DATE OF AGREEMENT
- ----                                                                   -----------------
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
<S>      <C>                                                          <C>
>>       California Municipal Money Market Fund                        January 15, 1998
>>       California High-Yield Municipal Fund                          January 15, 1998
>>       California Tax-Free Money Market Fund                         January 15, 1998
>>       California Limited Term Tax-Free Fund                         January 15, 1998
>>       California Intermediate-Term Tax-Free Fund                    January 15, 1998
>>       California Long-Term Tax-Free Fund                            January 15, 1998
>>       California Insured Tax-Free Fund                              January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>       Equity Income Fund                                            January 15, 1998
>>       Real Estate Fund                                              January 15, 1998
>>       Value Fund                                                    January 15, 1998
>>       Small Cap Value Fund                                          July 30, 1998
>>       Equity Index Fund                                             January 29, 1999
>>       Large Cap Value Fund                                          July 30, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>       Short-Term Treasury Fund                                      January 15, 1998
>>       Intermediate-Term Treasury Fund                               January 15, 1998
>>       Long-Term Treasury Fund                                       January 15, 1998
>>       Government Agency Money Market Fund                           January 15, 1998
>>       Short-Term Government Fund                                    January 15, 1998
>>       GNMA Fund                                                     January 15, 1998
>>       Inflation-Adjusted Treasury Fund                              January 15, 1998
>>       Capital Preservation Fund                                     January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>       International Bond Fund                                       January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
>>       Prime Money Market Fund                                       January 15, 1998

AMERICAN CENTURY MUNICIPAL TRUST
>>       Arizona Intermediate-Term Municipal Fund                      January 15, 1998
>>       Florida Municipal Money Market Fund                           January 15, 1998
>>       Florida Intermediate-Term Municipal Fund                      January 15, 1998
>>       Tax-Free Money Market Fund                                    January 15, 1998
>>       Intermediate-Term Tax-Free Fund                               January 15, 1998
>>       Long-Term Tax-Free Fund                                       January 15, 1998
>>       Limited-Term Tax-Free Fund                                    January 15, 1998
>>       High-Yield Municipal Fund                                     March 31, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>       Balanced Fund                                                 January 15, 1998
>>       Growth Fund                                                   January 15, 1998
>>       Heritage Fund                                                 January 15, 1998
>>       Intermediate-Term Bond Fund                                   January 15, 1998
>>       Limited-Term Bond Fund                                        January 15, 1998
>>       Bond Fund                                                     January 15, 1998
>>       Select Fund                                                   January 15, 1998
>>       Ultra Fund                                                    January 15, 1998
>>       Vista Fund                                                    January 15, 1998
>>       Giftrust Fund                                                 January 15, 1998
>>       New Opportunities Fund                                        January 15, 1998
>>       High-Yield Fund                                               January 15, 1998
>>       Tax-Managed Value Fund                                        February 15, 1999

AMERICAN CENTURY PREMIUM RESERVES, INC.
>>       Premium Government Reserve Fund                               January 15, 1998
>>       Premium Capital Reserve Fund                                  January 15, 1998
>>       Premium Managed Bond Fund                                     January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>>       Equity Growth Fund                                            January 15, 1998
>>       Income & Growth Fund                                          January 15, 1998
>>       Global Gold Fund                                              January 15, 1998
>>       Global Natural Resources Fund                                 January 15, 1998
>>       Utilities Fund                                                January 15, 1998
>>       Small Cap Quantitative Fund                                   July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>       Strategic Allocation: Aggressive Fund                         January 15, 1998
>>       Strategic Allocation: Conservative Fund                       January 15, 1998
>>       Strategic Allocation: Moderate     Fund                       January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
>>       Target 2000 Fund                                              January 15, 1998
>>       Target 2005 Fund                                              January 15, 1998
>>       Target 2010 Fund                                              January 15, 1998
>>       Target 2015 Fund                                              January 15, 1998
>>       Target 2020 Fund                                              January 15, 1998
>>       Target 2025 Fund                                              January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>>       VP Advantage Fund                                             January 15, 1998
>>       VP Balanced Fund                                              January 15, 1998
>>       VP Capital Appreciation Fund                                  January 15, 1998
>>       VP International Fund                                         January 15, 1998
>>       VP Income & Growth Fund                                       January 15, 1998
>>       VP Value Fund                                                 January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>       Emerging Markets Fund                                         January 15, 1998
>>       International Growth Fund                                     January 15, 1998
>>       International Discovery Fund                                  January 15, 1998
>>       Global Growth Fund                                            December 1, 1998





                                   SCHEDULE B

                              INVESTOR CLASS FUNDS
FUND                                                                   DATE OF AGREEMENT
- ----                                                                   -----------------
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
>>       California Municipal Money Market Fund                        January 15, 1998
>>       California High-Yield Municipal Fund                          January 15, 1998
>>       California Tax-Free Money Market Fund                         January 15, 1998
>>       California Limited Term Tax-Free Fund                         January 15, 1998
>>       California Intermediate-Term Tax-Free Fund                    January 15, 1998
>>       California Long-Term Tax-Free Fund                            January 15, 1998
>>       California Insured Tax-Free Fund                              January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>       Equity Income Fund1                                           January 15, 1998
>>       Real Estate Fund1                                             January 15, 1998
>>       Value Fund1                                                   January 15, 1998
>>       Small Cap Value Fund1                                         July 30, 1998
>>       Equity Index Fund1                                            January 29, 1999
>>       Large Cap Value Fund1                                         July 30, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>       Short-Term Treasury Fund1                                     January 15, 1998
>>       Intermediate-Term Treasury Fund1                              January 15, 1998
>>       Long-Term Treasury Fund1                                      January 15, 1998
>>       Government Agency Money Market Fund1                          January 15, 1998
>>       Short-Term Government Fund1                                   January 15, 1998
>>       GNMA Fund1                                                    January 15, 1998
>>       Inflation-Adjusted Treasury Fund1                             January 15, 1998
>>       Capital Preservation Fund                                     January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>       International Bond Fund1                                      January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
>>       Prime Money Market Fund1                                      June 1, 1998

AMERICAN CENTURY MUNICIPAL TRUST
>>       Arizona Intermediate-Term Municipal Fund                      January 15, 1998
>>       Florida Municipal Money Market Fund                           January 15, 1998
>>       Florida Intermediate-Term Municipal Fund                      January 15, 1998
>>       Tax-Free Money Market Fund                                    January 15, 1998
>>       Intermediate-Term Tax-Free Fund                               January 15, 1998
>>       Long-Term Tax-Free Fund                                       January 15, 1998
>>       Limited-Term Tax-Free Fund                                    January 15, 1998
>>       High-Yield Municipal Fund                                     March 31, 1998

>>       AMERICAN CENTURY MUTUAL FUNDS, INC.
>>       Balanced Fund1                                                January 15, 1998
>>       Growth Fund1                                                  January 15, 1998
>>       Heritage Fund1                                                January 15, 1998
>>       Intermediate-Term Bond Fund1                                  January 15, 1998
>>       Limited-Term Bond Fund1                                       January 15, 1998
>>       Bond Fund1                                                    January 15, 1998
>>       Select Fund1                                                  January 15, 1998
>>       Ultra Fund1                                                   January 15, 1998
>>       Vista Fund1                                                   January 15, 1998
>>       Giftrust                                                      January 15, 1998
>>       New Opportunities Fund                                        January 15, 1998
>>       High-Yield Fund                                               January 15, 1998
>>       Tax-Managed Value Fund                                        February 15, 1999

AMERICAN CENTURY PREMIUM RESERVES, INC.
>>       Premium Government Reserve Fund                               January 15, 1998
>>       Premium Capital Reserve Fund                                  January 15, 1998
>>       Premium Bond Fund                                             January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>>       Equity Growth Fund1                                           January 15, 1998
>>       Income & Growth Fund1                                         January 15, 1998
>>       Global Gold Fund1                                             January 15, 1998
>>       Global Natural Resources Fund1                                January 15, 1998
>>       Utilities Fund1                                               January 15, 1998
>>       Small Cap Quantitative Fund1                                  July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>       Strategic Allocation: Aggressive1                             January 15, 1998
>>       Strategic Allocation: Conservative1                           January 15, 1998
>>       Strategic Allocation: Moderate1                               January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
>>       Target 2000 Fund1                                             January 15, 1998
>>       Target 2005 Fund1                                             January 15, 1998
>>       Target 2010 Fund1                                             January 15, 1998
>>       Target 2015 Fund1                                             January 15, 1998
>>       Target 2020 Fund1                                             January 15, 1998
>>       Target 2025 Fund1                                             January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>>       VP Advantage Fund                                             January 15, 1998
>>       VP Balanced Fund                                              January 15, 1998
>>       VP Capital Appreciation Fund                                  January 15, 1998
>>       VP International Fund                                         January 15, 1998
>>       VP Income & Growth Fund                                       January 15, 1998
>>       VP Value Fund                                                 January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>       Emerging Markets Fund1                                        January 15, 1998
>>       International Growth Fund1                                    January 15, 1998
>>       International Discovery Fund1                                 January 15, 1998
>>       Global Growth Fund1                                           December 1, 1998

- --------
1 Multiple Classes of Shares



                                   SCHEDULE C

                            INSTITUTIONAL CLASS FUNDS

FUND                                                                   DATE OF AGREEMENT
- ----                                                                   -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>       Equity Income Fund                                            January 15, 1998
>>       Real Estate Fund                                              January 15, 1998
>>       Value Fund                                                    January 15, 1998
>>       Small Cap Value Fund                                          July 30, 1998
>>       Equity Index Fund                                             January 29, 1999
>>       Large Cap Value Fund                                          July 30, 1999

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>       Balanced Fund                                                 January 15, 1998
>>       Growth Fund                                                   January 15, 1998
>>       Heritage Fund                                                 January 15, 1998
>>       Select Fund                                                   January 15, 1998
>>       Ultra Fund                                                    January 15, 1998
>>       Vista Fund                                                    January 15, 1998
>>       Tax-Managed Value Fund                                        February 15, 1999

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>>       Equity Growth Fund                                            January 15, 1998
>>       Income & Growth Fund                                          January 15, 1998
>>       Small Cap Quantitative Fund                                   July 30, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>       Emerging Markets Fund                                         January 15, 1998
>>       International Growth Fund                                     January 15, 1998
>>       International Discovery Fund                                  January 15, 1998
>>       Global Growth Fund                                            December 1, 1998




                                   SCHEDULE D

                               SERVICE CLASS FUNDS
FUND                                                                   DATE OF AGREEMENT
- ----                                                                   -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>       Equity Income Fund                                            January 15, 1998
>>       Real Estate Fund                                              January 15, 1998
>>       Value Fund                                                    January 15, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>       Balanced Fund                                                 January 15, 1998
>>       Growth Fund                                                   January 15, 1998
>>       Heritage Fund                                                 January 15, 1998
>>       Intermediate-Term Bond Fund                                   January 15, 1998
>>       Limited-Term Bond Fund                                        January 15, 1998
>>       Bond Fund                                                     January 15, 1998
>>       Select Fund                                                   January 15, 1998
>>       Ultra Fund                                                    January 15, 1998
>>       Vista Fund                                                    January 15, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>       Strategic Allocation: Aggressive                              January 15, 1998
>>       Strategic Allocation: Conservative                            January 15, 1998
>>       Strategic Allocation: Moderate                                January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>       Emerging Markets Fund                                         January 15, 1998
>>       International Growth Fund                                     January 15, 1998
>>       International Discovery Fund                                  January 15, 1998





                                   SCHEDULE E

                               ADVISOR CLASS FUNDS

FUND                                                                   DATE OF AGREEMENT
- ----                                                                   -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>       Equity Income Fund                                            January 15, 1998
>>       Value Fund                                                    January 15, 1998
>>       Real Estate Fund                                              January 15, 1998
>>       Small Cap Value Fund                                          July 30, 1998
>>       Large Cap Value Fund                                          July 30, 1999

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>       Short-Term Treasury Fund                                      January 15, 1998
>>       Intermediate-Term Treasury Fund                               January 15, 1998
>>       Long-Term Treasury Fund                                       January 15, 1998
>>       Government Agency Money Market Fund                           January 15, 1998
>>       Short-Term Government Fund                                    January 15, 1998
>>       GNMA Fund                                                     January 15, 1998
>>       Inflation-Adjusted Treasury Fund                              January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>       International Bond Fund                                       January 15, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>       Balanced Fund                                                 January 15, 1998
>>       Growth Fund                                                   January 15, 1998
>>       Heritage Fund                                                 January 15, 1998
>>       Intermediate-Term Bond Fund                                   January 15, 1998
>>       Limited-Term Bond Fund                                        January 15, 1998
>>       Bond Fund                                                     January 15, 1998
>>       Select Fund                                                   January 15, 1998
>>       Ultra Fund                                                    January 15, 1998
>>       Vista Fund                                                    January 15, 1998
>>       High-Yield Fund                                               January 15, 1998
>>       Tax-Managed Value Fund                                        February 15, 1999

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>>       Equity Growth Fund                                            January 15, 1998
>>       Income & Growth Fund                                          January 15, 1998
>>       Global Gold Fund                                              January 15, 1998
>>       Global Natural Resources Fund                                 January 15, 1998
>>       Utilities Fund                                                January 15, 1998
>>       Small Cap Quantitative Fund                                   July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>       Strategic Allocation: Aggressive                              January 15, 1998
>>       Strategic Allocation: Conservative                            January 15, 1998
>>       Strategic Allocation: Moderate                                January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
>>       Target 2000 Fund                                              January 15, 1998
>>       Target 2005 Fund                                              January 15, 1998
>>       Target 2010 Fund                                              January 15, 1998
>>       Target 2015 Fund                                              January 15, 1998
>>       Target 2020 Fund                                              January 15, 1998
>>       Target 2025 Fund                                              January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>       Emerging Markets Fund                                         January 15, 1998
>>       International Growth Fund                                     January 15, 1998
>>       International Discovery Fund                                  January 15, 1998
>>       Global Growth Fund                                            December 1, 1998

AMERICAN CENTURY INVESTMENT TRUST
>>       Prime Money Market Fund                                       June 1, 1998
</TABLE>

                              DAVID H. REINMILLER
                                Attorney At Law
                       4500 Main Street, P.O. Box 418210
                        Kansas City, Missouri 64141-9210
                            Telephone (816)340-4046
                            Telecopier (816)340-4964

                                                                   July 27, 1999

American Century Capital Portfolios, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri  64111

Ladies and Gentlemen:

         As counsel to American Century Capital Portfolios, Inc., I am generally
familiar with its affairs. Based upon this familiarity, and upon the examination
of such documents as I have deemed relevant, it is my opinion that the shares of
the Corporation described in Post-Effective Amendment No. 16 to its Registration
Statement on Form N-1A to be filed with the Securities  and Exchange  Commission
on or about July 29, 1999, will, when issued, be validly issued,  fully paid and
nonassessable.

         For the record,  it should be stated that I am an officer and  employee
of American Century Services Corporation,  an affiliated corporation of American
Century Investment Management,  Inc., the investment advisor of American Century
Capital Portfolios, Inc.

         I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to
Post-Effective Amendment No. 16.

                             Very truly yours,

                             /s/David H. Reinmiller
                             David H. Reinmiller

Independent Auditors' Consent

We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 16 to  Registration  Statement  No.  33-64872  of American  Century  Capital
Portfolios,  Inc. on Form N-1A of our Independent Auditors' Reports dated May 7,
1999,  appearing  in the Annual  Reports of the five funds  comprising  American
Century Capital  Portfolios,  Inc. for the year ended March 31, 1999, and to the
reference to us under the heading  "Financial  Highlights" in the  Prospectuses,
which are a part of such Registration Statement.

/*/Deloitte & Touche LLP
Deloitte & Touche LLP


Kansas City, Missouri
July 27, 1999

                     AMENDMENT NO. 6 TO MASTER DISTRIBUTION
                          AND SHAREHOLDER SERVICES PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

                                  ADVISOR CLASS

         THIS AMENDMENT NO. 6 TO MASTER  DISTRIBUTION  AND SHAREHOLDER  SERVICES
PLAN is made as of the  30th  day of  July,  1999,  by each of the  above  named
corporations  (the "Issuers").  Capitalized  terms not otherwise  defined herein
shall  have  the  meaning  ascribed  to  them  in the  Master  Distribution  and
Shareholder Services Plan.

                                    RECITALS

         WHEREAS,  the Issuers are parties to a certain Master  Distribution and
Shareholder  Services  Plan dated  September  3, 1996,  amended  June 13,  1997,
September 30, 1997, June 30, 1998,  November 13, 1998 and February 16, 1999 (the
"Plan"); and

         WHEREAS, American Century Capital Portfolios, Inc., has added a series,
the  Large  Cap  Value  Fund  (the  "Fund"),  for  which  the  Fund's  board has
established an Advisor Class of shares; and

         WHEREAS,  the  parties  desire  to amend  the Plan to adopt the Plan on
behalf of the Fund.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto agree as follows:

         1. American Century Mutual Funds, Inc. hereby adopts the Plan on behalf
of the Fund, in  accordance  with Rule 12b-1 under the 1940 Act and on the terms
and conditions contained in the Plan.

         2.  Schedule  A to the Plan is  hereby  amended  by  deleting  the text
thereof in its entirety and  inserting in lieu  therefor the Schedule A attached
hereto.

         3. After the date hereof, all references to the Plan shall be deemed to
mean the  Master  Distribution  and  Shareholder  Services  Plan,  as amended by
Amendment No. 1,  Amendment No. 2,  Amendment No. 3,  Amendment No. 4, Amendment
No. 5 and this Amendment No. 6.

         4. In the event of a conflict  between the terms of this Amendment No.6
and the  Plan,  it is the  intention  of the  parties  that  the  terms  of this
Amendment No. 6 shall control and the Plan shall be  interpreted  on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 6, the parties hereby confirm and ratify the Plan.

         5. This  Amendment  No. 6 may be executed in two or more  counterparts,
each of which shall be an original and all of which  together  shall  constitute
one instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 6
as of the date first above written.

                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                    AMERICAN CENTURY MUTUAL FUNDS, INC.
                    AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                    BY: /s/ David C. Tucker
                                        David C. Tucker
                                        Vice President of each of the Issuers





                                   SCHEDULE A

                      SERIES OFFERING ADVISOR CLASS SHARES

FUND                                                         DATE PLAN ADOPTED
- ----                                                         -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>    Equity Income Fund                                     September 3, 1996
>>    Value Fund                                             September 3, 1996
>>    Real Estate Fund                                       June 13, 1997
>>    Small Cap Value Fund                                   June 30, 1998
>>    Large Cap Value Fund                                   July 30, 1999

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>    Balanced Fund                                          September 3, 1996
>>    Growth Fund                                            September 3, 1996
>>    Heritage Fund                                          September 3, 1996
>>    Intermediate-Term Bond Fund                            September 3, 1996
>>    Limited-Term Bond Fund                                 September 3, 1996
>>    Bond Fund                                              September 3, 1996
>>    Select Fund                                            September 3, 1996
>>    Ultra Fund                                             September 3, 1996
>>    Vista Fund                                             September 3, 1996
>>    High-Yield Fund                                        September 20, 1997
>>    Tax-Managed Value Fund                                 February 26, 1999

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>    Strategic Allocation: Aggressive Fund                  September 3, 1996
>>    Strategic Allocation: Conservative Fund                September 3, 1996
>>    Strategic Allocation: Moderate Fund                    September 3, 1996

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>    International Growth Fund                              September 3, 1996
>>    International Discovery Fund                           September 3, 1996
>>    Emerging Markets Fund                                  September 3, 1996
>>    Global Growth Fund                                     December 1, 1998

                     AMENDMENT NO. 6 TO MULTIPLE CLASS PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


         THIS  AMENDMENT NO. 6 TO MULTIPLE CLASS PLAN is made as of the 30th day
of  July,  1999,  by each  of the  above  named  corporations  (the  "Issuers").
Capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to them in the Multiple Class Plan.

                                    RECITALS

         WHEREAS, the Issuers are parties to a certain Multiple Class Plan dated
as of May 31, 1996,  amended June 13, 1997,  September 30, 1997,  June 30, 1998,
November 13, 1998 and January 29, 1999 (the "Plan"); and

         WHEREAS, American Century Capital Portfolios, Inc., has added a series,
Large Cap Value Fund (the "Fund"), offering multiple classes; and

         WHEREAS,  the  parties  desire  to amend  the Plan to adopt the Plan on
behalf of the Fund.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto agree as follows:

         1. American Century Capital  Portfolios,  Inc. hereby adopt the Plan on
behalf of the Fund, in accordance  with Rule 18f-3 under the 1940 Act and on the
terms and conditions contained in the Plan.

         2.  Schedule  A to the Plan is  hereby  amended  by  deleting  the text
thereof in its entirety and  inserting in lieu  therefor the Schedule A attached
hereto.

         3. After the date hereof, all references to the Plan shall be deemed to
mean the Multiple Class Plan, as amended by Amendment No. 6.

         4. In the event of a conflict  between the terms of this Amendment No.6
and the  Plan,  it is the  intention  of the  parties  that  the  terms  of this
Amendment No. 6 shall control and the Plan shall be  interpreted  on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 6, the parties hereby confirm and ratify the Plan.

         5. This  Amendment  No. 6 may be executed in two or more  counterparts,
each of which shall be an original and all of which  together  shall  constitute
one instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 6
as of the date first above written.

                                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                                    AMERICAN CENTURY MUTUAL FUNDS, INC.
                                    AMERICAN CENTURY STRATEGIC ASSET
                                        ALLOCATIONS, INC.
                                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                    BY:  /s/ David C. Tucker
                                         David C. Tucker
                                         Vice President of each of the Issuers



<TABLE>
                                                             SCHEDULE A

                                         Companies and Funds Covered by this Multiclass Plan
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
                                                                 Investor       Institutional        Service          Advisor
Fund                                                               Class            Class             Class            Class
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<S>   <C>                                                           <C>              <C>              <C>               <C>
      Equity Income Fund                                            Yes              Yes               Yes              Yes
      Value Fund                                                    Yes              Yes               Yes              Yes
      Real Estate Fund                                              Yes              Yes               No               Yes
      Small Cap Value Fund                                          Yes              Yes               No               Yes
      Equity Index Fund                                             Yes              Yes               No                No
      Large Cap Value Fund                                          Yes              Yes               No               Yes

- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY MUTUAL FUNDS, INC.
      Balanced Fund                                                 Yes              Yes               Yes              Yes
      Growth Fund                                                   Yes              Yes               Yes              Yes
      Heritage Fund                                                 Yes              Yes               Yes              Yes
      Intermediate-Term Bond Fund                                   Yes              No                Yes              Yes
      Limited-Term Bond Fund                                        Yes              No                Yes              Yes
      Bond Fund                                                     Yes              No                Yes              Yes
      Select Fund                                                   Yes              Yes               Yes              Yes
      Ultra Fund                                                    Yes              Yes               Yes              Yes
      Vista Fund                                                    Yes              Yes               Yes              Yes
      Giftrust Fund                                                 Yes              No                No                No
      New Opportunities Fund                                        Yes              No                No                No
      High-Yield Fund                                               Yes              No                No               Yes
      Tax-Managed Value Fund                                        Yes              Yes               No               Yes

- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN  CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
      Strategic Allocation: Aggressive                              Yes              No                Yes              Yes
      Strategic Allocation: Conservative                            Yes              No                Yes              Yes
      Strategic Allocation: Moderate                                Yes              No                Yes              Yes

- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
      International Growth Fund                                     Yes              Yes               Yes              Yes
      International Discovery Fund                                  Yes              Yes               Yes              Yes
      Emerging Markets Fund                                         Yes              Yes               Yes              Yes
      Global Growth Fund                                            Yes              Yes               No               Yes
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 11
   <NAME> VALUE FUND INVESTOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                      1,939,998,721
<INVESTMENTS-AT-VALUE>                                     1,810,051,637
<RECEIVABLES>                                                 27,892,798
<ASSETS-OTHER>                                                         0
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                             1,837,944,435
<PAYABLE-FOR-SECURITIES>                                      23,305,249
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                      4,677,793
<TOTAL-LIABILITIES>                                           27,983,042
<SENIOR-EQUITY>                                                2,978,514
<PAID-IN-CAPITAL-COMMON>                                   1,934,693,595
<SHARES-COMMON-STOCK>                                        297,851,438
<SHARES-COMMON-PRIOR>                                        350,746,371
<ACCUMULATED-NII-CURRENT>                                        259,057
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                        1,977,311
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                    (129,947,084)
<NET-ASSETS>                                               1,809,961,393
<DIVIDEND-INCOME>                                             46,911,892
<INTEREST-INCOME>                                              2,593,733
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                               (22,709,823)
<NET-INVESTMENT-INCOME>                                       26,795,802
<REALIZED-GAINS-CURRENT>                                     195,098,537
<APPREC-INCREASE-CURRENT>                                   (486,683,191)
<NET-CHANGE-FROM-OPS>                                       (264,788,852)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                    (27,029,374)
<DISTRIBUTIONS-OF-GAINS>                                    (334,647,261)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                      118,264,078
<NUMBER-OF-SHARES-REDEEMED>                                 (230,575,028)
<SHARES-REINVESTED>                                           59,242,080
<NET-CHANGE-IN-ASSETS>                                      (965,662,573)
<ACCUMULATED-NII-PRIOR>                                          283,462
<ACCUMULATED-GAINS-PRIOR>                                    331,861,333
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                         22,425,941
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                               22,709,823
<AVERAGE-NET-ASSETS>                                       2,194,311,097
<PER-SHARE-NAV-BEGIN>                                               7.73
<PER-SHARE-NII>                                                     0.08
<PER-SHARE-GAIN-APPREC>                                            (0.80)
<PER-SHARE-DIVIDEND>                                               (0.09)
<PER-SHARE-DISTRIBUTIONS>                                          (1.15)
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 5.77
<EXPENSE-RATIO>                                                     1.00
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 12
   <NAME> VALUE FUND INSTITUTIONAL CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                      1,939,998,721
<INVESTMENTS-AT-VALUE>                                     1,810,051,637
<RECEIVABLES>                                                 27,892,798
<ASSETS-OTHER>                                                         0
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                             1,837,944,435
<PAYABLE-FOR-SECURITIES>                                      23,305,249
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                      4,677,793
<TOTAL-LIABILITIES>                                           27,983,042
<SENIOR-EQUITY>                                                   62,854
<PAID-IN-CAPITAL-COMMON>                                   1,937,609,255
<SHARES-COMMON-STOCK>                                          6,285,391
<SHARES-COMMON-PRIOR>                                            768,698
<ACCUMULATED-NII-CURRENT>                                        259,057
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                        1,977,311
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                    (129,947,084)
<NET-ASSETS>                                               1,809,961,393
<DIVIDEND-INCOME>                                             46,911,892
<INTEREST-INCOME>                                              2,593,733
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                               (22,709,823)
<NET-INVESTMENT-INCOME>                                       26,795,802
<REALIZED-GAINS-CURRENT>                                     195,098,537
<APPREC-INCREASE-CURRENT>                                   (486,683,191)
<NET-CHANGE-FROM-OPS>                                       (264,788,852)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                       (232,110)
<DISTRIBUTIONS-OF-GAINS>                                      (2,250,870)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                        6,519,460
<NUMBER-OF-SHARES-REDEEMED>                                   (1,410,565)
<SHARES-REINVESTED>                                              407,798
<NET-CHANGE-IN-ASSETS>                                      (965,662,573)
<ACCUMULATED-NII-PRIOR>                                          283,462
<ACCUMULATED-GAINS-PRIOR>                                    331,861,333
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                         22,425,941
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                               22,709,823
<AVERAGE-NET-ASSETS>                                          11,066,766
<PER-SHARE-NAV-BEGIN>                                               7.73
<PER-SHARE-NII>                                                     0.10
<PER-SHARE-GAIN-APPREC>                                            (0.80)
<PER-SHARE-DIVIDEND>                                               (0.10)
<PER-SHARE-DISTRIBUTIONS>                                          (1.15)
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 5.78
<EXPENSE-RATIO>                                                     0.80
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 13
   <NAME> VALUE FUND ADVISOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                              MAR-31-1999
<PERIOD-END>                                   MAR-31-1999
<INVESTMENTS-AT-COST>                                     1,939,998,721
<INVESTMENTS-AT-VALUE>                                    1,810,051,637
<RECEIVABLES>                                                27,892,798
<ASSETS-OTHER>                                                        0
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                            1,837,944,435
<PAYABLE-FOR-SECURITIES>                                     23,305,249
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                     4,677,793
<TOTAL-LIABILITIES>                                          27,983,042
<SENIOR-EQUITY>                                                  94,046
<PAID-IN-CAPITAL-COMMON>                                  1,937,578,063
<SHARES-COMMON-STOCK>                                         9,404,576
<SHARES-COMMON-PRIOR>                                         7,214,551
<ACCUMULATED-NII-CURRENT>                                       259,057
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                       1,977,311
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                   (129,947,084)
<NET-ASSETS>                                              1,809,961,393
<DIVIDEND-INCOME>                                            46,911,892
<INTEREST-INCOME>                                             2,593,733
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                              (22,709,823)
<NET-INVESTMENT-INCOME>                                      26,795,802
<REALIZED-GAINS-CURRENT>                                    195,098,537
<APPREC-INCREASE-CURRENT>                                  (486,683,191)
<NET-CHANGE-FROM-OPS>                                      (264,788,852)
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                      (556,573)
<DISTRIBUTIONS-OF-GAINS>                                     (8,157,990)
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                       4,304,387
<NUMBER-OF-SHARES-REDEEMED>                                  (3,600,008)
<SHARES-REINVESTED>                                           1,441,856
<NET-CHANGE-IN-ASSETS>                                     (965,662,573)
<ACCUMULATED-NII-PRIOR>                                         283,462
<ACCUMULATED-GAINS-PRIOR>                                   331,861,333
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                        22,425,941
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                              22,709,823
<AVERAGE-NET-ASSETS>                                         52,572,803
<PER-SHARE-NAV-BEGIN>                                              7.73
<PER-SHARE-NII>                                                    0.06
<PER-SHARE-GAIN-APPREC>                                           (0.80)
<PER-SHARE-DIVIDEND>                                              (0.07)
<PER-SHARE-DISTRIBUTIONS>                                         (1.15)
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                                5.77
<EXPENSE-RATIO>                                                    1.25
[AVG-DEBT-OUTSTANDING]                                                0
[AVG-DEBT-PER-SHARE]                                               0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 21
   <NAME> EQUITY INCOME INVESTOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                        328,710,219
<INVESTMENTS-AT-VALUE>                                       311,597,740
<RECEIVABLES>                                                  4,992,803
<ASSETS-OTHER>                                                   337,510
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                               316,928,053
<PAYABLE-FOR-SECURITIES>                                       4,748,028
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                        689,839
<TOTAL-LIABILITIES>                                            5,437,867
<SENIOR-EQUITY>                                                  498,515
<PAID-IN-CAPITAL-COMMON>                                     321,630,238
<SHARES-COMMON-STOCK>                                         49,851,485
<SHARES-COMMON-PRIOR>                                         49,806,617
<ACCUMULATED-NII-CURRENT>                                         71,907
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                        6,402,005
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                     (17,112,479)
<NET-ASSETS>                                                 311,490,186
<DIVIDEND-INCOME>                                             10,817,840
<INTEREST-INCOME>                                              3,051,456
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                (3,231,310)
<NET-INVESTMENT-INCOME>                                        1,037,986
<REALIZED-GAINS-CURRENT>                                      31,755,781
<APPREC-INCREASE-CURRENT>                                    (45,429,913)
<NET-CHANGE-FROM-OPS>                                         (3,036,146)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                    (10,625,704)
<DISTRIBUTIONS-OF-GAINS>                                     (43,173,325)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                       28,666,383
<NUMBER-OF-SHARES-REDEEMED>                                  (36,724,976)
<SHARES-REINVESTED>                                            8,242,886
<NET-CHANGE-IN-ASSETS>                                       (45,202,271)
<ACCUMULATED-NII-PRIOR>                                           32,005
<ACCUMULATED-GAINS-PRIOR>                                     34,956,912
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                          3,205,816
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                3,231,310
<AVERAGE-NET-ASSETS>                                         317,100,069
<PER-SHARE-NAV-BEGIN>                                               7.15
<PER-SHARE-NII>                                                     0.22
<PER-SHARE-GAIN-APPREC>                                            (0.23)
<PER-SHARE-DIVIDEND>                                               (0.23)
<PER-SHARE-DISTRIBUTIONS>                                          (0.96)
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 5.95
<EXPENSE-RATIO>                                                     1.00
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 22
   <NAME> EQUITY INCOME INSTITUTIONAL CLASS

<S>                                           <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                              MAR-31-1999
<PERIOD-END>                                   MAR-31-1999
<INVESTMENTS-AT-COST>                                       328,710,219
<INVESTMENTS-AT-VALUE>                                      311,597,740
<RECEIVABLES>                                                 4,992,803
<ASSETS-OTHER>                                                  337,510
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                              316,928,053
<PAYABLE-FOR-SECURITIES>                                      4,748,028
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                       689,839
<TOTAL-LIABILITIES>                                           5,437,867
<SENIOR-EQUITY>                                                   4,459
<PAID-IN-CAPITAL-COMMON>                                    322,124,294
<SHARES-COMMON-STOCK>                                           445,883
<SHARES-COMMON-PRIOR>                                                 0
<ACCUMULATED-NII-CURRENT>                                        71,907
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                       6,402,005
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                    (17,112,479)
<NET-ASSETS>                                                311,490,186
<DIVIDEND-INCOME>                                            10,817,840
<INTEREST-INCOME>                                             3,051,456
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                               (3,231,310)
<NET-INVESTMENT-INCOME>                                       1,037,986
<REALIZED-GAINS-CURRENT>                                     31,755,781
<APPREC-INCREASE-CURRENT>                                   (45,429,913)
<NET-CHANGE-FROM-OPS>                                        (3,036,146)
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                       (26,713)
<DISTRIBUTIONS-OF-GAINS>                                           (700)
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                         442,110
<NUMBER-OF-SHARES-REDEEMED>                                           0
<SHARES-REINVESTED>                                               3,773
<NET-CHANGE-IN-ASSETS>                                      (45,202,271)
<ACCUMULATED-NII-PRIOR>                                          32,005
<ACCUMULATED-GAINS-PRIOR>                                    34,956,912
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                         3,205,816
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                               3,231,310
<AVERAGE-NET-ASSETS>                                            138,341
<PER-SHARE-NAV-BEGIN>                                              6.96
<PER-SHARE-NII>                                                    0.07
<PER-SHARE-GAIN-APPREC>                                            0.06
<PER-SHARE-DIVIDEND>                                              (0.18)
<PER-SHARE-DISTRIBUTIONS>                                         (0.96)
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                                5.95
<EXPENSE-RATIO>                                                    0.80
[AVG-DEBT-OUTSTANDING]                                                0
[AVG-DEBT-PER-SHARE]                                               0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 23
   <NAME> EQUITY INCOME ADVISOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                              MAR-31-1999
<PERIOD-END>                                   MAR-31-1999
<INVESTMENTS-AT-COST>                                       328,710,219
<INVESTMENTS-AT-VALUE>                                      311,597,740
<RECEIVABLES>                                                 4,992,803
<ASSETS-OTHER>                                                  337,510
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                              316,928,053
<PAYABLE-FOR-SECURITIES>                                      4,748,028
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                       689,839
<TOTAL-LIABILITIES>                                           5,437,867
<SENIOR-EQUITY>                                                  20,596
<PAID-IN-CAPITAL-COMMON>                                    322,108,157
<SHARES-COMMON-STOCK>                                         2,059,576
<SHARES-COMMON-PRIOR>                                           102,097
<ACCUMULATED-NII-CURRENT>                                        71,907
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                       6,402,005
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                    (17,112,479)
<NET-ASSETS>                                                311,490,186
<DIVIDEND-INCOME>                                            10,817,840
<INTEREST-INCOME>                                             3,051,456
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                               (3,231,310)
<NET-INVESTMENT-INCOME>                                       1,037,986
<REALIZED-GAINS-CURRENT>                                     31,755,781
<APPREC-INCREASE-CURRENT>                                   (45,429,913)
<NET-CHANGE-FROM-OPS>                                        (3,036,146)
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                      (199,229)
<DISTRIBUTIONS-OF-GAINS>                                       (824,603)
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                       2,102,548
<NUMBER-OF-SHARES-REDEEMED>                                    (289,382)
<SHARES-REINVESTED>                                             144,320
<NET-CHANGE-IN-ASSETS>                                      (45,202,271)
<ACCUMULATED-NII-PRIOR>                                          32,005
<ACCUMULATED-GAINS-PRIOR>                                    34,956,912
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                         3,205,816
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                               3,231,310
<AVERAGE-NET-ASSETS>                                          4,534,126
<PER-SHARE-NAV-BEGIN>                                              7.16
<PER-SHARE-NII>                                                    0.21
<PER-SHARE-GAIN-APPREC>                                           (0.24)
<PER-SHARE-DIVIDEND>                                              (0.22)
<PER-SHARE-DISTRIBUTIONS>                                         (0.96)
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                                5.95
<EXPENSE-RATIO>                                                    1.25
[AVG-DEBT-OUTSTANDING]                                                0
[AVG-DEBT-PER-SHARE]                                               0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 31
   <NAME> REAL ESTATE FUND- INVESTOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                        152,794,818
<INVESTMENTS-AT-VALUE>                                       134,653,513
<RECEIVABLES>                                                  1,817,380
<ASSETS-OTHER>                                                 1,071,786
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                               137,542,679
<PAYABLE-FOR-SECURITIES>                                         302,767
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                        191,369
<TOTAL-LIABILITIES>                                              494,136
<SENIOR-EQUITY>                                                   91,110
<PAID-IN-CAPITAL-COMMON>                                     170,888,396
<SHARES-COMMON-STOCK>                                          9,110,962
<SHARES-COMMON-PRIOR>                                          8,441,011
<ACCUMULATED-NII-CURRENT>                                        746,412
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                      (16,536,070)
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                     (18,141,305)
<NET-ASSETS>                                                 137,048,543
<DIVIDEND-INCOME>                                              9,410,776
<INTEREST-INCOME>                                                199,453
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                (1,702,129)
<NET-INVESTMENT-INCOME>                                        7,908,100
<REALIZED-GAINS-CURRENT>                                     (18,562,395)
<APPREC-INCREASE-CURRENT>                                    (23,965,828)
<NET-CHANGE-FROM-OPS>                                        (34,620,123)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                     (4,933,750)
<DISTRIBUTIONS-OF-GAINS>                                      (1,111,296)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                        8,944,040
<NUMBER-OF-SHARES-REDEEMED>                                   (8,692,855)
<SHARES-REINVESTED>                                              425,283
<NET-CHANGE-IN-ASSETS>                                       (13,668,939)
<ACCUMULATED-NII-PRIOR>                                        1,165,092
<ACCUMULATED-GAINS-PRIOR>                                     (1,328,236)
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                          1,700,461
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                1,702,129
<AVERAGE-NET-ASSETS>                                         122,973,799
<PER-SHARE-NAV-BEGIN>                                              16.12
<PER-SHARE-NII>                                                     0.73
<PER-SHARE-GAIN-APPREC>                                            (4.09)
<PER-SHARE-DIVIDEND>                                               (0.54)
<PER-SHARE-DISTRIBUTIONS>                                          (0.12)
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                12.10
<EXPENSE-RATIO>                                                     1.20
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 32
   <NAME> REAL ESTATE FUND- INSTITUTIONAL CLASS

<S>                                           <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                              MAR-31-1999
<PERIOD-END>                                   MAR-31-1999
<INVESTMENTS-AT-COST>                                       152,794,818
<INVESTMENTS-AT-VALUE>                                      134,653,513
<RECEIVABLES>                                                 1,817,380
<ASSETS-OTHER>                                                1,071,786
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                              137,542,679
<PAYABLE-FOR-SECURITIES>                                        302,767
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                       191,369
<TOTAL-LIABILITIES>                                             494,136
<SENIOR-EQUITY>                                                  21,732
<PAID-IN-CAPITAL-COMMON>                                    170,957,774
<SHARES-COMMON-STOCK>                                         2,173,167
<SHARES-COMMON-PRIOR>                                           917,096
<ACCUMULATED-NII-CURRENT>                                       746,412
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                     (16,536,070)
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                    (18,141,305)
<NET-ASSETS>                                                137,048,543
<DIVIDEND-INCOME>                                             9,410,776
<INTEREST-INCOME>                                               199,453
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                               (1,702,129)
<NET-INVESTMENT-INCOME>                                       7,908,100
<REALIZED-GAINS-CURRENT>                                    (18,562,395)
<APPREC-INCREASE-CURRENT>                                   (23,965,828)
<NET-CHANGE-FROM-OPS>                                       (34,620,123)
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                    (1,054,610)
<DISTRIBUTIONS-OF-GAINS>                                       (266,386)
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                       2,180,812
<NUMBER-OF-SHARES-REDEEMED>                                  (1,008,425)
<SHARES-REINVESTED>                                              82,762
<NET-CHANGE-IN-ASSETS>                                      (13,668,939)
<ACCUMULATED-NII-PRIOR>                                       1,165,092
<ACCUMULATED-GAINS-PRIOR>                                    (1,328,236)
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                         1,700,461
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                               1,702,129
<AVERAGE-NET-ASSETS>                                         22,410,231
<PER-SHARE-NAV-BEGIN>                                             16.12
<PER-SHARE-NII>                                                    0.78
<PER-SHARE-GAIN-APPREC>                                           (4.09)
<PER-SHARE-DIVIDEND>                                              (0.58)
<PER-SHARE-DISTRIBUTIONS>                                         (0.12)
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                               12.11
<EXPENSE-RATIO>                                                    1.00
[AVG-DEBT-OUTSTANDING]                                                0
[AVG-DEBT-PER-SHARE]                                               0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 33
   <NAME> REAL ESTATE FUND- ADVISOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                        152,794,818
<INVESTMENTS-AT-VALUE>                                       134,653,513
<RECEIVABLES>                                                  1,817,380
<ASSETS-OTHER>                                                 1,071,786
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                               137,542,679
<PAYABLE-FOR-SECURITIES>                                         302,767
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                        191,369
<TOTAL-LIABILITIES>                                              494,136
<SENIOR-EQUITY>                                                      371
<PAID-IN-CAPITAL-COMMON>                                     170,979,132
<SHARES-COMMON-STOCK>                                             37,063
<SHARES-COMMON-PRIOR>                                                  0
<ACCUMULATED-NII-CURRENT>                                        746,412
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                      (16,536,070)
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                     (18,141,305)
<NET-ASSETS>                                                 137,048,543
<DIVIDEND-INCOME>                                              9,410,776
<INTEREST-INCOME>                                                199,453
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                (1,702,129)
<NET-INVESTMENT-INCOME>                                        7,908,100
<REALIZED-GAINS-CURRENT>                                     (18,562,395)
<APPREC-INCREASE-CURRENT>                                    (23,965,828)
<NET-CHANGE-FROM-OPS>                                        (34,620,123)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                         (4,632)
<DISTRIBUTIONS-OF-GAINS>                                            (325)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                           38,324
<NUMBER-OF-SHARES-REDEEMED>                                       (1,678)
<SHARES-REINVESTED>                                                  418
<NET-CHANGE-IN-ASSETS>                                       (13,668,939)
<ACCUMULATED-NII-PRIOR>                                        1,165,092
<ACCUMULATED-GAINS-PRIOR>                                     (1,328,236)
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                          1,700,461
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                1,702,129
<AVERAGE-NET-ASSETS>                                             146,057
<PER-SHARE-NAV-BEGIN>                                              12.22
<PER-SHARE-NII>                                                     0.43
<PER-SHARE-GAIN-APPREC>                                            (0.15)
<PER-SHARE-DIVIDEND>                                               (0.28)
<PER-SHARE-DISTRIBUTIONS>                                          (0.12)
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                12.10
<EXPENSE-RATIO>                                                     1.45
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 41
   <NAME> SMALL CAP VALUE INVESTOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                         12,593,034
<INVESTMENTS-AT-VALUE>                                        12,193,022
<RECEIVABLES>                                                    338,008
<ASSETS-OTHER>                                                   131,814
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                                12,662,844
<PAYABLE-FOR-SECURITIES>                                         253,210
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                         13,365
<TOTAL-LIABILITIES>                                              266,575
<SENIOR-EQUITY>                                                   24,122
<PAID-IN-CAPITAL-COMMON>                                      12,789,539
<SHARES-COMMON-STOCK>                                          2,412,196
<SHARES-COMMON-PRIOR>                                                  0
<ACCUMULATED-NII-CURRENT>                                         22,512
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                          (39,892)
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                        (400,012)
<NET-ASSETS>                                                  12,396,269
<DIVIDEND-INCOME>                                                126,393
<INTEREST-INCOME>                                                 13,978
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                   (76,318)
<NET-INVESTMENT-INCOME>                                           64,053
<REALIZED-GAINS-CURRENT>                                          65,026
<APPREC-INCREASE-CURRENT>                                       (400,012)
<NET-CHANGE-FROM-OPS>                                           (270,933)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                        (37,689)
<DISTRIBUTIONS-OF-GAINS>                                         (56,049)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                        3,844,651
<NUMBER-OF-SHARES-REDEEMED>                                   (1,459,617)
<SHARES-REINVESTED>                                               27,162
<NET-CHANGE-IN-ASSETS>                                          (146,459)
<ACCUMULATED-NII-PRIOR>                                            6,286
<ACCUMULATED-GAINS-PRIOR>                                        (91,166)
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                             76,254
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                   76,318
<AVERAGE-NET-ASSETS>                                           8,572,856
<PER-SHARE-NAV-BEGIN>                                               5.00
<PER-SHARE-NII>                                                     0.03
<PER-SHARE-GAIN-APPREC>                                            (0.24)
<PER-SHARE-DIVIDEND>                                               (0.02)
<PER-SHARE-DISTRIBUTIONS>                                          (0.02)
<RETURNS-OF-CAPITAL>                                               (0.02)
<PER-SHARE-NAV-END>                                                 4.73
<EXPENSE-RATIO>                                                     1.25
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 42
   <NAME> SMALL CAP VALUE INSTITUTIONAL CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                         12,593,034
<INVESTMENTS-AT-VALUE>                                        12,193,022
<RECEIVABLES>                                                    338,008
<ASSETS-OTHER>                                                   131,814
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                                12,662,844
<PAYABLE-FOR-SECURITIES>                                         253,210
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                         13,365
<TOTAL-LIABILITIES>                                              266,575
<SENIOR-EQUITY>                                                    2,082
<PAID-IN-CAPITAL-COMMON>                                      12,811,579
<SHARES-COMMON-STOCK>                                            208,198
<SHARES-COMMON-PRIOR>                                                  0
<ACCUMULATED-NII-CURRENT>                                         22,512
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                          (39,892)
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                        (400,012)
<NET-ASSETS>                                                  12,396,269
<DIVIDEND-INCOME>                                                126,393
<INTEREST-INCOME>                                                 13,978
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                   (76,318)
<NET-INVESTMENT-INCOME>                                           64,053
<REALIZED-GAINS-CURRENT>                                          65,026
<APPREC-INCREASE-CURRENT>                                       (400,012)
<NET-CHANGE-FROM-OPS>                                           (270,933)
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                         (3,852)
<DISTRIBUTIONS-OF-GAINS>                                          (8,977)
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                          211,202
<NUMBER-OF-SHARES-REDEEMED>                                       (5,659)
<SHARES-REINVESTED>                                                2,655
<NET-CHANGE-IN-ASSETS>                                          (146,459)
<ACCUMULATED-NII-PRIOR>                                            6,286
<ACCUMULATED-GAINS-PRIOR>                                        (91,166)
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                             76,254
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                   76,318
<AVERAGE-NET-ASSETS>                                           1,022,518
<PER-SHARE-NAV-BEGIN>                                               4.83
<PER-SHARE-NII>                                                     0.03
<PER-SHARE-GAIN-APPREC>                                            (0.06)
<PER-SHARE-DIVIDEND>                                               (0.02)
<PER-SHARE-DISTRIBUTIONS>                                          (0.04)
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 4.74
<EXPENSE-RATIO>                                                     1.05
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 51
   <NAME> EQUITY INDEX INVESTOR CLASS

<S>                                           <C>
<PERIOD-TYPE>                                  1-MO
<FISCAL-YEAR-END>                              MAR-31-1999
<PERIOD-END>                                   MAR-31-1999
<INVESTMENTS-AT-COST>                                       272,176,594
<INVESTMENTS-AT-VALUE>                                      281,415,633
<RECEIVABLES>                                                   236,294
<ASSETS-OTHER>                                                  744,455
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                              282,396,382
<PAYABLE-FOR-SECURITIES>                                              0
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                       807,018
<TOTAL-LIABILITIES>                                             807,018
<SENIOR-EQUITY>                                                  32,737
<PAID-IN-CAPITAL-COMMON>                                    271,414,464
<SHARES-COMMON-STOCK>                                         3,273,692
<SHARES-COMMON-PRIOR>                                                 0
<ACCUMULATED-NII-CURRENT>                                       323,966
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                         651,108
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                      9,167,089
<NET-ASSETS>                                                281,589,364
<DIVIDEND-INCOME>                                               287,184
<INTEREST-INCOME>                                               110,400
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                                  (73,618)
<NET-INVESTMENT-INCOME>                                         323,966
<REALIZED-GAINS-CURRENT>                                        651,108
<APPREC-INCREASE-CURRENT>                                     9,167,089
<NET-CHANGE-FROM-OPS>                                        10,142,163
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                             0
<DISTRIBUTIONS-OF-GAINS>                                              0
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                       3,412,730
<NUMBER-OF-SHARES-REDEEMED>                                    (139,038)
<SHARES-REINVESTED>                                                   0
<NET-CHANGE-IN-ASSETS>                                      281,589,364
<ACCUMULATED-NII-PRIOR>                                               0
<ACCUMULATED-GAINS-PRIOR>                                             0
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                            73,281
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                                  73,618
<AVERAGE-NET-ASSETS>                                         10,516,915
<PER-SHARE-NAV-BEGIN>                                              5.00
<PER-SHARE-NII>                                                    0.01
<PER-SHARE-GAIN-APPREC>                                            0.19
<PER-SHARE-DIVIDEND>                                               0.00
<PER-SHARE-DISTRIBUTIONS>                                          0.00
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                                5.20
<EXPENSE-RATIO>                                                    0.49
[AVG-DEBT-OUTSTANDING]                                                0
[AVG-DEBT-PER-SHARE]                                               0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 52
   <NAME> EQUITY INDEX INSTITUTIONAL CLASS

<S>                                           <C>
<PERIOD-TYPE>                                   1-MO
<FISCAL-YEAR-END>                               MAR-31-1999
<PERIOD-END>                                    MAR-31-1999
<INVESTMENTS-AT-COST>                                        272,176,594
<INVESTMENTS-AT-VALUE>                                       281,415,633
<RECEIVABLES>                                                    236,294
<ASSETS-OTHER>                                                   744,455
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                               282,396,382
<PAYABLE-FOR-SECURITIES>                                               0
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                        807,018
<TOTAL-LIABILITIES>                                              807,018
<SENIOR-EQUITY>                                                  509,148
<PAID-IN-CAPITAL-COMMON>                                     270,938,053
<SHARES-COMMON-STOCK>                                         50,914,827
<SHARES-COMMON-PRIOR>                                                  0
<ACCUMULATED-NII-CURRENT>                                        323,966
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                          651,108
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                       9,167,089
<NET-ASSETS>                                                 281,589,364
<DIVIDEND-INCOME>                                                287,184
<INTEREST-INCOME>                                                110,400
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                   (73,618)
<NET-INVESTMENT-INCOME>                                          323,966
<REALIZED-GAINS-CURRENT>                                         651,108
<APPREC-INCREASE-CURRENT>                                      9,167,089
<NET-CHANGE-FROM-OPS>                                         10,142,163
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                              0
<DISTRIBUTIONS-OF-GAINS>                                               0
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                       52,351,049
<NUMBER-OF-SHARES-REDEEMED>                                   (1,436,222)
<SHARES-REINVESTED>                                                    0
<NET-CHANGE-IN-ASSETS>                                       281,589,364
<ACCUMULATED-NII-PRIOR>                                                0
<ACCUMULATED-GAINS-PRIOR>                                              0
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                             73,281
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                   73,618
<AVERAGE-NET-ASSETS>                                         254,028,289
<PER-SHARE-NAV-BEGIN>                                               5.00
<PER-SHARE-NII>                                                     0.01
<PER-SHARE-GAIN-APPREC>                                             0.19
<PER-SHARE-DIVIDEND>                                                0.00
<PER-SHARE-DISTRIBUTIONS>                                           0.00
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 5.20
<EXPENSE-RATIO>                                                     0.29
[AVG-DEBT-OUTSTANDING]                                                 0
[AVG-DEBT-PER-SHARE]                                                0.00


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK>  0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 61
   <NAME> AMERICAN CENTURY LARGE CAP VALUE FUND

<S>                         <C>
<PERIOD-TYPE>                                       1-MO
<FISCAL-YEAR-END>                            MAR-31-1999
<PERIOD-END>                                 MAR-31-1999
<INVESTMENTS-AT-COST>                                  0
<INVESTMENTS-AT-VALUE>                                 0
<RECEIVABLES>                                          0
<ASSETS-OTHER>                                         0
<OTHER-ITEMS-ASSETS>                                   0
<TOTAL-ASSETS>                                         0
<PAYABLE-FOR-SECURITIES>                               0
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                              0
<TOTAL-LIABILITIES>                                    0
<SENIOR-EQUITY>                                        0
<PAID-IN-CAPITAL-COMMON>                               0
<SHARES-COMMON-STOCK>                                  0
<SHARES-COMMON-PRIOR>                                  0
<ACCUMULATED-NII-CURRENT>                              0
<OVERDISTRIBUTION-NII>                                 0
<ACCUMULATED-NET-GAINS>                                0
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                               0
<NET-ASSETS>                                           0
<DIVIDEND-INCOME>                                      0
<INTEREST-INCOME>                                      0
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                         0
<NET-INVESTMENT-INCOME>                                0
<REALIZED-GAINS-CURRENT>                               0
<APPREC-INCREASE-CURRENT>                              0
<NET-CHANGE-FROM-OPS>                                  0
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                              0
<DISTRIBUTIONS-OF-GAINS>                               0
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                                0
<NUMBER-OF-SHARES-REDEEMED>                            0
<SHARES-REINVESTED>                                    0
<NET-CHANGE-IN-ASSETS>                                 0
<ACCUMULATED-NII-PRIOR>                                0
<ACCUMULATED-GAINS-PRIOR>                              0
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                                  0
<INTEREST-EXPENSE>                                     0
<GROSS-EXPENSE>                                        0
<AVERAGE-NET-ASSETS>                                   0
<PER-SHARE-NAV-BEGIN>                               0.00
<PER-SHARE-NII>                                        0
<PER-SHARE-GAIN-APPREC>                             0.00
<PER-SHARE-DIVIDEND>                                0.00
<PER-SHARE-DISTRIBUTIONS>                           0.00
<RETURNS-OF-CAPITAL>                                0.00
<PER-SHARE-NAV-END>                                    0
<EXPENSE-RATIO>                                     0.00
[AVG-DEBT-OUTSTANDING]                                 0
[AVG-DEBT-PER-SHARE]                                   0


</TABLE>


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