AMERICAN CENTURY CAPITAL PORTFOLIOS INC, 485APOS, 1999-05-14

AMERICAN CENTURY CAPITAL PORTFOLIOS INC
485APOS, 1999-05-14

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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. 15 [X]

and/or

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

File No. 811-7820

Amendment No. 15 [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)
[ ] on May 1, 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)
[X] on July 30, 1999 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

JULY 30, 1999
- --------------------------------------------------------------------------------

LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND
EQUITY INCOME FUND

INVESTOR CLASS

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

Distributed by Funds Distributor, Inc.

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:

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

Whether you're a current investor or investing in mutual funds for the first
time, this prospectus will give you a clear understanding of the 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,

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

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
.........Value Fund
.........Small Cap Value Fund
.........Equity Income Fund

Management.....................................................XX

Investing with American Century................................XX

Share Price and Distributions..................................XX

Taxes..........................................................XX

Multiple Class Information.....................................XX

Financial Highlights...........................................XX

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

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.

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

An Overview of the Funds

WHAT ARE THE FUNDS' INVESTMENT GOALS?

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, they believe, is less than the
company is worth in the market. 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 rise as high as other funds and may in fact decline, even
if stock prices are generally increasing.

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

|X| seeking long-term capital growth and income from your investment

|X| comfortable with the risks associated with the funds' investment strategies

|X| comfortable with the funds' short-term price volatility

|X| 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

|X| investing for a short period of time

|X| not seeking income from an equity investment

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

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

o 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.

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.

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

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

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

- --------------------- ------------------------- ---------------------------
Highest Lowest
- --------------------- ------------------------- ---------------------------
Value _____% (___Q 199__) _____% (___Q 199__)
- --------------------- ------------------------- ---------------------------
Equity Income _____% (___Q 199__) _____% (___Q 199__)
- --------------------- ------------------------- ---------------------------

AVERAGE ANNUAL RETURNS

The following table shows the average annual returns of the funds' Investor
Class shares for the periods indicated. The benchmarks are unmanaged indices
that have no operating costs and are included in the table for performance
comparison. Large Cap Value and Small Cap Value are not included because they do
not yet have a full calendar year of performance.

- ----------------------------------------------- ------- -------- ---------------
For the calendar year ended December 31, 1998 1 year 5 years Life of Fund(1)
- ----------------------------------------------- ------- -------- ---------------
- ----------------------------------------------- ------- -------- ---------------
Value 4.99% 17.82% 17.28%
- ----------------------------------------------- ------- -------- ---------------
S&P500/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%
- ----------------------------------------------- ------- -------- ---------------

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

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

o 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.

o 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

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o 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 Fee Distribution and Other Total Annual Fund
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
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 funds'
independent directors, their 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 ...

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

... your cost of investing in the fund would be:
<TABLE>
1 year 3 years 5 years 10 years

- ------------------------- ------------------ ------------------- ------------------- -------------------
- ------------------------- ------------------ ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Large Cap Value $ 92 $286 - -
- ------------------------- ------------------ ------------------- ------------------- -------------------
Value $102 $318 $551 $1,219
- ------------------------- ------------------ ------------------- ------------------- -------------------
Small Cap Value $127 $395 - -
- ------------------------- ------------------ ------------------- ------------------- -------------------
Equity Income $102 $318 $551 $1,219
</TABLE>

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

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

Information about the Funds

LARGE CAP VALUE
VALUE
SMALL CAP VALUE

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 they believe to be less than 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 that may not
be reflected accurately in the stock price, or 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 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 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 its 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.

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

o 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.

o 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 companies having a
market capitalization that is larger than that of the largest company
contained in the S&P SMALLCAP 600/BARRA VALUE INDEX.

o 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 companies having a market
capitalization that is not larger than that of the largest company
contained in the S&P SmallCap 600/BARRA Value Index.

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

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 $XXX billion, while the median company
in the index had a market capitalization of $XXX billion.

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 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 market does not consider the individual stocks purchased by the 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
the funds' style, the funds' gains may not be as big as, or their losses may be
bigger than, other equity 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. 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.

Equity Income

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.

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.

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 funds' 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 of 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%

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 objective and
strategy.

The portfolio managers on the investment teams are identified below:

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. 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.

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 had 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.

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 ts inception in August 1994. He joined
American Century in September 1993. 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.

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

o 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.

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.

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.

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Investor Relations If you are a current investor, you can open Call us or use our Automated Information Line
1-800-345-2021 an account by exchanging shares from another if you have authorized us to invest from your
American Century account. bank account.
Business, Not-For-Profit
and Employer-Sponsored Exchange shares Sell shares
Retirement Plans Call us or use our Automated Information Call an Investor Relations Representative.
1-800-345-3533 Line if you have authorized us to accept
telephone instructions.
Automated Information Line
1-800-345-8765
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419200 Send a signed and completed application and Send us your check or money order for at
Kansas City, MO 64141-6200 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax 816-340-7962 an investment slip, include your name,
Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call an Investor
Relations Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online Open an account Make additional investments
www.americancentury.com If you are a current investor, you can open Make an additional investment into an
an account by exchanging shares from another established American Century account if you
American Century account. have authorized us to invest from your bank
account.
Exchange shares
Exchange shares from another American Sell shares
Century account. Not available.

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 Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address provided "Open an account" section
in the "By Mail" section and give your bank
the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
Please remember that if you Commerce Bank N.A. or electronic transfer.
request redemptions by wire, Routing No. 101000019
$10 will be deducted from the Account No. 2804918
amount wired. Your bank also The fund name
may charge a fee. Your American Century account number*
Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically Open an account Make additional investments
Not available. With the automatic investment privilege, you
can purchase shares on a regular basis. You
Exchange shares must invest at least $600 per year per
Send us written instructions to set up an account.
automatic exchange of your shares from one
American Century account to another. 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.

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
- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
</TABLE>

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 or to establish an automatic monthly investment. If you do not
meet the deadline, American Century will redeem the shares in the account and
send the proceeds to your address of record.

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, 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 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 CALLOUTS

FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies and
investment advisors.

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 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 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 may be taxable as ordinary
income, capital gains or a combination of the two. Capital gains are taxed at
different rates depending on the length of time the fund held the securities
that were sold. 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 CALLOUTS

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.

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 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:

<TABLE>
- --------------------------- ---------------------------- -----------------------------------------
<S> <C> <C>
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%
- --------------------------- ---------------------------- -----------------------------------------
</TABLE>

The tax status of any distribution of capital gains is determined by how long
the fund held the underlying security that was sold, not by how long you have
been invested in the fund or whether you reinvest your distribution 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) 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
gain 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, resulting 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 to the IRS 31% of dividends,
capital gains distributions and redemptions.

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

o 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.

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 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.

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 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' Reports are included in the funds' annual
reports for the year ended March 31, 1999, which are incorporated by reference
into the Statement of Additional Information and are available upon request.

<TABLE>
Value Fund
Investor Class

For a Share Outstanding Throughout the Years Ended March 31
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
---------------------------------------------------------------------------------
PER-SHARE DATA

Net Asset Value, Beginning of Year Audited $6.58 $6.32 $5.46 $4.98
---------------------------------------------------------------------------------
Numbers
Income From Investment Operations Not Yet
Available
Net Investment Income(1) 0.10 0.12 0.13 0.12

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions 2.35 0.87 1.34 0.75
---------------------------------------------------------------------------------

Total From
Investment Operations 2.45 0.99 1.47 0.87
---------------------------------------------------------------------------------

Distributions

From Net
Investment Income (0.10) (0.12) (0.12) (0.12)

In Excess of Net Investment Income - - -(2) (0.01) -

From Net Realized
Gains on Investment
Transactions (1.20) (0.61) (0.48) (0.27)
---------------------------------------------------------------------------------

Total Distributions (1.30) (0.73) (0.61) (0.39)
---------------------------------------------------------------------------------

Net Asset Value,
End of Year $7.73 $6.58 $6.32 $5.46
=================================================================================

Total Return(3) 39.94% 15.92% 28.06% 18.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 0.97% 1.00%

Ratio of Net Investment
Income to Average
Net Assets 1.38% 1.86% 2.17% 2.65%

Portfolio Turnover Rate 130% 111% 145% 94%

Net Assets, End of Year (in thousands) $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 $0.01.

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

Small Cap Value
Investor Class

For a Share Outstanding Throughout the Period Ended March 31

1999(1)
------------------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers
------------------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2)

Net Realized and
Unrealized Gain on
Investment Transactions
------------------------

Total From Investment Operations

Distributions

From Net Investment Income

From Net Realized
Gains on Investment
Transactions
------------------------

Total Distributions
------------------------

Net Asset Value,
End of Period
========================

TOTAL RETURN(3)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets

Ratio of Net Investment
Income to Average
Net Assets

Portfolio Turnover Rate

Net Assets, End
of Period (in thousands)

(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.

Equity Income
Investor Class

For a Share Outstanding Throughout the Period Ended March 31 (except as noted)
1999 1998 1997 1996 1995(1)
----------------------------------------------------------------------------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers $6.31 $6.10 $5.42 $5.00
----------------------------------------------------------------------------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2) 0.25 0.22 0.20 0.09

Net Realized and
Unrealized Gain (Loss) on
Investment Transactions 1.99 0.75 1.13 0.44
----------------------------------------------------------------------------------

Total From Investment Operations 2.24 0.97 1.33 0.53
----------------------------------------------------------------------------------

Distributions

From Net Investment Income (0.24) (0.21) (0.19) (0.09)

In Excess of Net Investment Income - -(3) (0.01) -

From Net Realized Gains
on Investment Transactions (1.16) (0.55) (0.45) (0.02)
----------------------------------------------------------------------------------

Total Distributions (1.40) (0.76) (0.65) (0.11)
----------------------------------------------------------------------------------

Net Asset Value,
End of Period $7.15 $6.31 $6.10 $5.42
==================================================================================

Total Return(4) 37.78% 16.24% 25.67% 10.69%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 0.98% 1.00%(5)

Ratio of Net Investment
Income to Average Net Assets 3.52% 3.46% 3.51% 4.04%(5)

Portfolio Turnover Rate 158% 159% 170% 45%

Net Assets, End
of Period (in thousands) $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 $0.01.

(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>

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

1-800-345-2021 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND
EQUITY INCOME FUND

INSTITUTIONAL CLASS

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

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,

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

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
.........Value Fund
.........Small Cap Value Fund
.........Equity Income Fund

Management....................................................................XX

Investing with American Century...............................................XX

Share Price and Distributions.................................................XX

Taxes.........................................................................XX

Multiple Class Information....................................................XX

Financial Highlights..........................................................XX

Performance Information of Other Class........................................XX

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

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.

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

An Overview of the Funds

WHAT ARE THE FUNDS' INVESTMENT GOALS?

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?

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.

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

|X| seeking long-term capital growth and income from your investment

|X| comfortable with the risks associated with the funds' investment strategies

|X| comfortable with the funds' short-term price volatility

|X| 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

|X| investing for a short period of time

|X| not seeking income from an equity investment

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

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

o 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.

Fund Performance History

Value Fund
Equity Income 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.

1998
Value 5.18%

1 As June 30, 1999, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Value, ____%, Small Cap Value, ____% and Equity
Income, _____%.

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

- ------------ ------------------------- -----------------------
Highest Lowest
- ------------ ------------------------- -----------------------
- ------------ ------------------------- -----------------------
Value _____% (___Q 199__) _____% (___Q 199__)
- ------------ ------------------------- -----------------------

AVERAGE ANNUAL RETURNS

The following table shows the average annual returns of Value's Institutional
Class shares for the periods indicated. The benchmarks are unmanaged indices
that have no operating costs and are 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&P500/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. The
Institutional Class was not established until 1996. For information about the
historical performance of the original class of shares, see page xx.

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

o 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.

o For current performance information, including yields, please call us at
1-800-345-3533.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

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

o 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 Fee Distribution and Other Total Annual Fund
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>

2 Other expenses, which include the fees and expenses of the funds'
independent directors, their 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 ...

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

... your cost of investing in the fund would be:
<TABLE>
1 year 3 years 5 years 10 years

- ---------------------- ------------------ ------------------- ------------------- -------------------
- ---------------------- ------------------ ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Large Cap Value $ 71 $224 - -
- ---------------------- ------------------ ------------------- ------------------- -------------------
Value $ 82 $255 $443 $987
- ---------------------- ------------------ ------------------- ------------------- -------------------
Small Cap Value $107 $333 - -
- ---------------------- ------------------ ------------------- ------------------- -------------------
Equity Income $ 82 $255 $443 $987
</TABLE>

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

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

Information about the Funds

LARGE CAP VALUE
VALUE
SMALL CAP VALUE

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?

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

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

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

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

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. 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.

Equity Income

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?

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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 INVESTMENT ADVISOR

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 of 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.

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%

The Fund Management Teams

The portfolio managers on the investment teams are identified below:

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

Fundamental Investment Policies

YEAR 2000 ISSUES

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 BELOW-MINIMUM ACCOUNTS

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

SERVICES AUTOMATICALLY AVAILABLE TO YOU

You automatically will have access to the services listed 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.

<TABLE>
Ways to Manage Your Account
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Service Represetative If you are a current investor, you can open Call us if you have authorized us to invest
1-800-345-3533 an account by exchanging shares from another from your bank account.
American Century account.
Sell shares
Exchange shares Call a Service Representative.
Call us or use our Automated Information
Line if you have authorized us to accept
telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419385 Send a signed and completed application and Send us your check or money order for at
Kansas City, MO 64141-6385 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax 816-340-4655 an investment slip, include your name,
Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call a Service
Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By wire Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address "Open an account" section
provided in the "By Mail" section and give
your bank the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
* Please remember that if Commerce Bank N.A. or electronic transfer.
you request redemptions by Routing No. 101000019
wire, $10 will be deducted Account No. 2804918
from the amount wired. Your The fund name
bank also may charge a fee. Your American Century account number*
Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Automatically Open an account Make additional investments
Not available. Select "Establish Automatic Investments" on
your account application to make automatic
Exchange shares purchases of shares on a regular basis. You
Send us written instructions to set up an must invest at least $600 per year per
automatic exchange of your shares from one account.
American Century account to another.
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.
</TABLE>

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.

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 reports, semiannual
reports and Statements of Additional Information are available from your
intermediary or plan sponsor.

Certain financial intermediaries perform for the clients recordkeeping and
administrative services 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.

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 a fund's behalf.

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

FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies and
investment advisors.

Share Price and Distributions

SHARE PRICE

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

DISTRIBUTIONS

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

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.

Taxes

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

<TABLE>
- ----------------------------- ------------------------------- -----------------------------------------
<S> <C> <C>
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%
- ----------------------------- ------------------------------- -----------------------------------------
</TABLE>

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.

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

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.

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. The funds may offer a different class of
shares primarily to institutional investors through institutional distribution
channels, such as employer-sponsored retirement plans, or through banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements than the Institutional Class.
The difference in the fee structures among the classes is the result of their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the advisor for core investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at
* 1-800-345-2021 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.

Financial Highlights

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

Value Fund
Institutional Class

For a Share Outstanding Throughout the Years Ended March 31
1999 1998(1)
-----------------------------
PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers $7.84
-----------------------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2) 0.15

Net Realized and
Unrealized Gain (Loss) on
Investment Transactions 1.02
-----------------------------

Total From
Investment Operations 1.17
-----------------------------

Distributions

From Net
Investment Income (0.08)

From Net Realized
Gains on Investment
Transactions (1.20)
-----------------------------

Total Distributions (1.28)
-----------------------------

Net Asset Value,
End of Period $7.73
=============================

TOTAL RETURN(3) 17.14%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 0.80%(4)

Ratio of Net Investment
Income to Average
Net Assets 2.97%(4)

Portfolio Turnover Rate 130%

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

Small Cap Value
Institutional Class

For a Share Outstanding Throughout the Period Ended March 31

1999(1)
------------------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers
------------------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2)

Net Realized and
Unrealized Gain on
Investment Transactions
------------------------

Total From Investment Operations

Distributions

From Net Investment Income

From Net Realized
Gains on Investment
Transactions
------------------------

Total Distributions
------------------------

Net Asset Value,
End of Period
========================

TOTAL RETURN(3)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets

Ratio of Net Investment
Income to Average
Net Assets

Portfolio Turnover Rate

Net Assets, End
of Period (in thousands)

(1) October 26, 1998 (inception of 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.

Equity Income
Institutional Class

For a Share Outstanding Throughout the Period Ended March 31 (except as noted)
1999(1)
---------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers
---------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2)

Net Realized and
Unrealized Gain (Loss) on
Investment Transactions
---------------

Total From Investment Operations
---------------

Distributions

From Net Investment Income

In Excess of Net Investment Income

From Net Realized Gains
on Investment Transactions
---------------

Total Distributions
---------------

Net Asset Value,
End of Period
===============

Total Return(4)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets

Ratio of Net Investment
Income to Average Net Assets

Portfolio Turnover Rate

Net Assets, End
of Period (in thousands)

(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.

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

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

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

o Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net income Ratio--net investment income as a percentage of average net
assets

o 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 year ended March 31, 1999, which is incorporated by reference
into the Statement of Additional Information and is available upon request.

<TABLE>
Value Fund
Investor Class

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions 2.35 0.87 1.34 0.75
---------------------------------------------------------------------------------

Total From
Investment Operations 2.45 0.99 1.47 0.87
---------------------------------------------------------------------------------

Distributions

From Net
Investment Income (0.10) (0.12) (0.12) (0.12)

In Excess of Net Investment Income - - -(2) (0.01) -

From Net Realized
Gains on Investment
Transactions (1.20) (0.61) (0.48) (0.27)
---------------------------------------------------------------------------------

Total Distributions (1.30) (0.73) (0.61) (0.39)
---------------------------------------------------------------------------------

Net Asset Value,
End of Year $7.73 $6.58 $6.32 $5.46
=================================================================================

Total Return(3) 39.94% 15.92% 28.06% 18.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 0.97% 1.00%

Ratio of Net Investment
Income to Average
Net Assets 1.38% 1.86% 2.17% 2.65%

Portfolio Turnover Rate 130% 111% 145% 94%

Net Assets, End of Year (in thousands) $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 $0.01.

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

Small Cap Value
Investor Class

For a Share Outstanding Throughout the Period Ended March 31

1999(1)
------------------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers
------------------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2)

Net Realized and
Unrealized Gain on
Investment Transactions
------------------------

Total From Investment Operations

Distributions

From Net Investment Income

From Net Realized
Gains on Investment
Transactions
------------------------

Total Distributions
------------------------

Net Asset Value,
End of Period
========================

TOTAL RETURN(3)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets

Ratio of Net Investment
Income to Average
Net Assets

Portfolio Turnover Rate

Net Assets, End
of Period (in thousands)

(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.

Equity Income
Investor Class

For a Share Outstanding Throughout the Period Ended March 31 (except as noted)
1999 1998 1997 1996 1995(1)
----------------------------------------------------------------------------------

PER-SHARE DATA

Net Investment Income(2) 0.25 0.22 0.20 0.09

Net Realized and
Unrealized Gain (Loss) on
Investment Transactions 1.99 0.75 1.13 0.44
----------------------------------------------------------------------------------

Total From Investment Operations 2.24 0.97 1.33 0.53
----------------------------------------------------------------------------------

Distributions

From Net Investment Income (0.24) (0.21) (0.19) (0.09)

In Excess of Net Investment Income - -(3) (0.01) -

From Net Realized Gains
on Investment Transactions (1.16) (0.55) (0.45) (0.02)
----------------------------------------------------------------------------------

Total Distributions (1.40) (0.76) (0.65) (0.11)
----------------------------------------------------------------------------------

Net Asset Value,
End of Period $7.15 $6.31 $6.10 $5.42
==================================================================================

Total Return(4) 37.78% 16.24% 25.67% 10.69%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 0.98% 1.00%(5)

Ratio of Net Investment
Income to Average Net Assets 3.52% 3.46% 3.51% 4.04%(5)

Portfolio Turnover Rate 158% 159% 170% 45%

Net Assets, End
of Period (in thousands) $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 $0.01.

(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>

More information about the funds is contained in these documents

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

Investment Company Act File No. 811-7820

American Century Logo
American Century Investments
P.O. Box 419385
Kansas City , Missouri 64141-63850

1-800-345-3533 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND
EQUITY INCOME FUND

ADVISOR CLASS

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

Sincerely,

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

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
.........Value Fund
.........Small Cap Value Fund
.........Equity Income Fund

Management..................................................................XX

Investing with American Century.............................................XX

Share Price and Distributions...............................................XX

Taxes.......................................................................XX

Multiple Class Information..................................................XX

Financial Highlights........................................................XX

Performance Information of Other Class......................................XX

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

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.

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

An Overview of the Funds

WHAT ARE THE FUNDS' INVESTMENT GOALS?

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?

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.

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

|X| seeking long-term capital growth and income from your investment

|X| comfortable with the risks associated with the funds' investment strategies

|X| comfortable with the funds' short-term price volatility

|X| 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

|X| investing for a short period of time

|X| not seeking income from an equity investment

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

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

o 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.

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.

1998 1997
Value 4.55% 25.73%
Equity Income 12.29% N/A

1 As June 30, 1999, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Value, ____%, Small Cap Value, ____% and Equity
Income, _____%.

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

- ------------------- ----------------------- ------------------------
Highest Lowest
- ------------------- ----------------------- ------------------------
- ------------------- ----------------------- ------------------------
Value _____% (___Q 199__) _____% (___Q 199__)
- ------------------- ----------------------- ------------------------
- ------------------- ----------------------- ------------------------
Equity Income _____% (___Q 199__) _____% (___Q 199__)
- ------------------- ----------------------- ------------------------

AVERAGE ANNUAL RETURNS

The following table shows the average annual returns of the funds' Advisor Class
shares for the periods indicated. The benchmarks are unmanaged indices that have
no operating costs and are included in the table for performance comparison.
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&P500/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 date 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. The Advisor
Class was not established until 1996. For information about the historical
performance of the original class of shares, see page xx.

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

o 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.

o For current performance information, including yields, please call us at
1-800-345-3533.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

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

o 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 Fee Distribution and Other Total Annual Fund
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>

2 Other expenses, which include the fees and expenses of the funds'
independent directors, their 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 ...

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

... your cost of investing in the fund would be:
<TABLE>
1 year 3 years 5 years 10 years

- ----------------------------- ------------------ ------------------- ------------------- -------------------
- ----------------------------- ------------------ ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Large Cap Value $117 $364 - -
- ----------------------------- ------------------ ------------------- ------------------- -------------------
Value $127 $395 $683 $1,503
- ----------------------------- ------------------ ------------------- ------------------- -------------------
Small Cap Value $152 $472 - -
- ----------------------------- ------------------ ------------------- ------------------- -------------------
Equity Income $127 $395 $683 $1,503
</TABLE>

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

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

Information about the Funds

LARGE CAP VALUE
VALUE
SMALL CAP VALUE

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?

WHAT IS THE DIFFERENCE BETWEEN THE FUNDS?

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

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

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

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. 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.

Equity Income

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?

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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 INVESTMENT ADVISOR

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 of 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.

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%

The Fund Management Teams

The portfolio managers on the investment teams are identified below:

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

Fundamental Investment Policies

YEAR 2000 ISSUES

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.

* minimum investment requirements
* exchange policies
* fund choices
* cutoff time for investments

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 a fund's behalf.

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

FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies and
investment advisors.

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

Share Price and Distributions

SHARE PRICE

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

DISTRIBUTIONS

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

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.

Taxes

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

<TABLE>
- ------------------------------- ---------------------------- -----------------------------------------
<S> <C> <C>
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%
- ------------------------------- ---------------------------- -----------------------------------------
</TABLE>

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.

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

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.

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. The funds may offer a different class of
shares primarily to institutional investors through institutional distribution
channels, such as employer-sponsored retirement plans, or through banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements than the Advisor Class. The
difference in the fee structures among the classes is the result of their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the advisor for core investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at
* 1-800-345-2021 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.

Financial Highlights

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

Value Fund
Advisor Class

1999 1998 1997(1)
--------------------------------------
PER-SHARE DATA
Net Asset Value,
Beginning of Period Audited $6.58 $6.71
--------------------------------------
Numbers
Income From Not Yet
Investment Operations Available

Net Investment 0.08 0.05
Income(2)

Net Realized and
Unrealized Gain (Loss) on
Investment Transactions 2.35 0.48
--------------------------------------

Total From
Investment Operations 2.43 0.53
--------------------------------------

Distributions

From Net
Investment Income (0.08) (0.05)

In Excess of net investment income - - -(3)

From Net Realized
Gains on Investment
Transactions (1.20) (0.61)
--------------------------------------

Total Distributions (1.28) (0.66)
--------------------------------------

Net Asset Value,
End of Period $7.73 $6.58
======================================

TOTAL RETURN(4) 39.60% 8.07%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.25% 1.25%(5)

Ratio of Net Investment
Income to Average
Net Assets 1.13% 1.50%(5)

Portfolio Turnover Rate 130% 111%

Net Assets, End
of Period (in thousands) $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 $0.01.

(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.

Equity Income
Advisor Class

For a Share Outstanding Throughout the Period Ended March 31 (except as noted)
1999 1998 1997(1)
---------------------------------
PER-SHARE DATA

Net Asset Value,
Beginning of Period $6.31 $6.57
---------------------------------

Income From
Investment Operations

Net Investment Income(2) 0.23 0.02

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions 2.00 (0.21)
---------------------------------

Total From
Investment Operations 2.23 (0.19)
---------------------------------

Distributions

From Net
Investment Income (0.22) (0.07)

In Excess of net investment income - - -(3)

From Net Realized
Gains on Investment
Transactions (1.16) -
---------------------------------

Total Distributions (1.38) (0.07)
---------------------------------

Net Asset Value,
End of Period $7.16 $6.31
=================================

TOTAL RETURN(4) 37.71% (2.89)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.25% 1.25%(5)

Ratio of Net Investment
Income to Average
Net Assets 3.27% 1.64%(5)

Portfolio Turnover Rate 158% 159%

Net Assets, End
of Period (in thousands) $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 $0.01.

(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.

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

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

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

o Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net income Ratio--net investment income as a percentage of average net
assets

o Portfolio Turnover--the percentage of the fund's buying and selling
activity

<TABLE>
Value Fund
Investor Class

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions 2.35 0.87 1.34 0.75
---------------------------------------------------------------------------------

Total From
Investment Operations 2.45 0.99 1.47 0.87
---------------------------------------------------------------------------------

Distributions

From Net
Investment Income (0.10) (0.12) (0.12) (0.12)

In Excess of Net Investment Income - - -(2) (0.01) -

From Net Realized
Gains on Investment
Transactions (1.20) (0.61) (0.48) (0.27)
---------------------------------------------------------------------------------

Total Distributions (1.30) (0.73) (0.61) (0.39)
---------------------------------------------------------------------------------

Net Asset Value,
End of Year $7.73 $6.58 $6.32 $5.46
=================================================================================

Total Return(3) 39.94% 15.92% 28.06% 18.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 0.97% 1.00%

Ratio of Net Investment
Income to Average
Net Assets 1.38% 1.86% 2.17% 2.65%

Portfolio Turnover Rate 130% 111% 145% 94%

Net Assets, End of Year (in thousands) $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 $0.01.

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

Small Cap Value
Investor Class

For a Share Outstanding Throughout the Period Ended March 31

1999(1)
------------------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period Numbers
------------------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2)

Net Realized and
Unrealized Gain on
Investment Transactions
------------------------

Total From Investment Operations

Distributions

From Net Investment Income

From Net Realized
Gains on Investment
Transactions
------------------------

Total Distributions
------------------------

Net Asset Value,
End of Period
========================

TOTAL RETURN(3)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets

Ratio of Net Investment
Income to Average
Net Assets

Portfolio Turnover Rate

Net Assets, End
of Period (in thousands)

(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.

Equity Income
Investor Class

For a Share Outstanding Throughout the Period Ended March 31 (except as noted)
1999 1998 1997 1996 1995(1)
----------------------------------------------------------------------------------

PER-SHARE DATA

Net Investment Income(2) 0.25 0.22 0.20 0.09

Net Realized and
Unrealized Gain (Loss) on
Investment Transactions 1.99 0.75 1.13 0.44
----------------------------------------------------------------------------------

Total From Investment Operations 2.24 0.97 1.33 0.53
----------------------------------------------------------------------------------

Distributions

From Net Investment Income (0.24) (0.21) (0.19) (0.09)

In Excess of Net Investment Income - -(3) (0.01) -

From Net Realized Gains
on Investment Transactions (1.16) (0.55) (0.45) (0.02)
----------------------------------------------------------------------------------

Total Distributions (1.40) (0.76) (0.65) (0.11)
----------------------------------------------------------------------------------

Net Asset Value,
End of Period $7.15 $6.31 $6.10 $5.42
==================================================================================

Total Return(4) 37.78% 16.24% 25.67% 10.69%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 0.98% 1.00%(5)

Ratio of Net Investment
Income to Average Net Assets 3.52% 3.46% 3.51% 4.04%(5)

Portfolio Turnover Rate 158% 159% 170% 45%

Net Assets, End
of Period (in thousands) $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 $0.01.

(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>

More information about the funds is contained in these documents

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

Investment Company Act File No. 811-7820

American Century Logo
American Century Investments
P.O. Box 419385
Kansas City , Missouri 64141-63850

1-800-345-3533 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

REAL ESTATE FUND

INVESTOR CLASS

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

Distributed by Funds Distributor, Inc.

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:

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

Whether you're a current investor or investing in mutual funds for the first
time, this prospectus will give you a clear understanding of the fund. If you
have questions, our Investor 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,

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

TABLE OF CONTENTS

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

Fund Performance History..............................................3

Fees and Expenses.....................................................4

Information about the Fund............................................5

Management...........................................................XX

Investing with American Century......................................XX

Share Price and Distributions........................................XX

Taxes................................................................XX

Multiple Class Information...........................................XX

Financial Highlights.................................................XX

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

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.

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

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT GOALS?

The Real Estate Fund seeks long-term capital. 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.

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 will 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 may also be subject to interest
rate risk. In addition, by investing in REITs through the fund, an investor will
be paying not only a proportionate share of the expense of the fund, but also a
proportionate share of the expenses of the REIT, including management fees.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

|X| seeking long-term capital growth and current income from your investment

|X| seeking diversification of your investment portfolio through an investment
in real estate securities

|X| comfortable with the risks associated with investing in real estate
securities

|X| comfortable with the fund's short-term price volatility

|X| 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

|X| investing for a short period of time

|X| uncomfortable with the risks associated with investments in real estate

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

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

o 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.

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.

1998 1997 1996
Real Estate Fund -18.10% 25.21% 40.81%

1 As June 30, 1999, the end of the most recent calendar quarter, the Real
Estate Fund's year-to-date returns was ____%.

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

- ---------------------- ------------------------------ -------------------------
Highest Lowest
- ---------------------- ------------------------------ -------------------------
- ---------------------- ------------------------------ -------------------------
Real Estate Fund _______% (___Q199___) _______% (___Q199___)
- ---------------------- ------------------------------ -------------------------

AVERAGE ANNUAL RETURNS

The following table shows the average annual 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 Fund1
- -------------------------------------------------- ---------- -----------------
- -------------------------------------------------- ---------- -----------------
Real Estate Fund 5.18% 5.10%
- -------------------------------------------------- ---------- -----------------
- -------------------------------------------------- ---------- -----------------
Wilshire REIT Index 4.50% 4.92% (2)
- -------------------------------------------------- ---------- -----------------

1 The inception dates for the Real Estate Fund is September 21, 1995.

2 Benchmark from September 30, 1995.

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

o 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.

o For current performance information, please call us at 1-800-345-2021 or
visit American Century's Web site at www.americancentury.com.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o 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.

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 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 ...

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

... your cost of investing in the fund would be:
<TABLE>
1 year 3 years 5 years 10 years
- -------------------------------------------- ------------------ ------------------- ------------------- ------------------
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Real Estate Fund $122 $380 $657 $1,447
</TABLE>

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

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

Information about the Fund

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Real Estate Fund seeks long-term capital growth. 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 in 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, at the time its securities are
purchased by the fund, at least 50% of its revenues and 50% of the market value
of its assets, in the opinion of the fund managers, 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 and
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 and similar derivative securities to help manage
the risk of these types of investments. For example, the fund managers cannot
leverage the fund's assets by investing in a derivative security. A complete
description of the derivatives policy is included in the Statement of Additional
Information.

WHAT IS A REIT?

A real estate investment trust, or REIT, pools investor funds for investment
primarily in income producing real estate or for making loans to persons
involved in the real estate industry. REIT investments are managed by a
management company that receives a management fee for its services.

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 investors receive income from interest paid on those
loans. There are also hybrid REITs which engage in both purchasing 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 CALLOUTS

EQUITY SECURITIES include common stock, preferred stock and securities
convertible into common stock.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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 will 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.
When interest rates rise, the value of the loan portfolio would generally fall;
when interest rates fall, the value would generally rise. 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 companies, it may
be subject to greater risks and market fluctuations than a portfolio
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.

By investing in REITs through the fund, an investor will be paying not only a
proportionate share of the expenses of the fund, but also a proportionate share
of the expenses of the REIT, including any management fees.

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's 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 their 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 of shares of each 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.

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 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 over 14 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 had 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 CALLOUTS

o 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.

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 currently 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.

INVESTING WITH AMERICAN CENTURY

<TABLE>
Ways to Manage Your Account
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Investor Relations If you are a current investor, you can open Call us or use our Automated Information Line
1-800-345-2021 an account by exchanging shares from another if you have authorized us to invest from your
American Century account. bank account.
Business, Not-For-Profit
and Employer-Sponsored Exchange shares Sell shares
Retirement Plans Call us or use our Automated Information Call an Investor Relations Representative.
1-800-345-3533 Line if you have authorized us to accept
telephone instructions.
Automated Information Line
1-800-345-8765
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419200 Send a signed and completed application and Send us your check or money order for at
Kansas City, MO 64141-6200 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax 816-340-7962 an investment slip, include your name,
Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call an Investor
Relations Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online Open an account Make additional investments
www.americancentury.com If you are a current investor, you can open Make an additional investment into an
an account by exchanging shares from another established American Century account if you
American Century account. have authorized us to invest from your bank
account.
Exchange shares
Exchange shares from another American Sell shares
Century account. Not available.

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 Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address provided "Open an account" section
in the "By Mail" section and give your bank
the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
Please remember that if you Commerce Bank N.A. or electronic transfer.
request redemptions by wire, Routing No. 101000019
$10 will be deducted from the Account No. 2804918
amount wired. Your bank also The fund name
may charge a fee. Your American Century account number*
Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically Open an account Make additional investments
Not available. With the automatic investment privilege, you
can purchase shares on a regular basis. You
Exchange shares must invest at least $600 per year per
Send us written instructions to set up an account.
automatic exchange of your shares from one
American Century account to another. 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.

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

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 $2,5001

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

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

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.

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 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 CALLOUTS

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

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.

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 may be taxable as ordinary
income, capital gains or a combination of the two. Capital gains are taxed at
different rates depending on the length of time the fund held the securities
that were sold. Distributions are reinvested automatically in additional shares
unless you choose another option.

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

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.

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 their investment activities. Tax
consequences also result from sales of fund shares by investors after the net
asset value has increased or decreased.

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

<TABLE>
- ----------------------------------------------- ------------------------------------- -----------------------------------------
<S> <C> <C>
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%
- ----------------------------------------------- ------------------------------------- -----------------------------------------
- ----------------------------------------------- ------------------------------------- -----------------------------------------
Unrecaptured Section 1250 capital gains Ordinary income rate 25%
- ----------------------------------------------- ------------------------------------- -----------------------------------------
</TABLE>

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 is generally 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.

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

The fund may invest in REITs that hold residual interests in real estate
mortgage investment conduits (REMICs). Under U.S. Treasury regulations that have
not yet been issued, but may apply retroactively, a portion of the fund's income
from a REIT that is attributable to the REIT's residual interest in a REMIC will
be subject to a federal income tax. Taxation of REITs and, specifically the
proposed tax treatment of REMICs, is more fully described in the fund's
Statement of Additional Information.

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

UNRECAPTURED SECTION 1250 CAPITAL GAINS, named for the Internal Revenue Code
section which 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
the shareholder.

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.

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.

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

<TABLE>
<CAPTION>
Real Estate Fund
Investor Class

For a Share Outstanding Throughout the Period Ended March 31
<S> <C> <C> <C> <C> <C>
1999 1998(1) 1997 1996 1995(2)
-----------------------------------------------------------------------
PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period....... Numbers $16.06 $12.29 $9.82 $10.00
-----------------------------------------------------------------------
Not Yet
Income from Investment Operations Available

Net Investment Income........ 0.25(3) 0.67(3) 0.55 0.07

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions..... 0.26 4.13 2.27 (0.25)
-----------------------------------------------------------------------

Total From Investment Operations.. 0.51 4.80 2.82 (0.18)
-----------------------------------------------------------------------

Distributions

From Net Investment Income (0.18) (0.48) (0.35) -

From Net Realized Gains on
Investment Transactions (0.27) (0.55) - -
-----------------------------------------------------------------------

Total Distributions.............. (0.45) (1.03) (0.35) -
-----------------------------------------------------------------------

Net Asset Value, End of Period... $16.12 $16.06 $12.29 $9.82
=======================================================================

TOTAL RETURN(4).......... 3.26% 40.69% 29.28% (1.80)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............ 1.15%(5) 1.17% 1.00% 1.50%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and 1.20%(5) 1.82% 6.83% 14.83%(5)
reimbursements)(6)

Ratio of Net Investment Income
to Average Net Assets............ 3.75%(5) 4.48% 5.84% 6.66%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and 3.70%(5) 3.84% 0.01% (6.67)%(5)
reimbursements)(6)

Portfolio Turnover Rate....... 28% 69% 86% -

Net Assets, End
of Period (in thousands)....... $135,922 $76,932 $7,209 $2,983

(1) Five month period ended March 31, 1998. The fund's fiscal year end was
changed from October 31 to March 31 resulting in a five month reporting
period . For periods ended prior to 1998, the funds fiscal year end was
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 manager 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 subadvisoryservices, was waived.
</TABLE>

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. 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).

Investment Company Act File No. 811-7820

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

1-800-345-2021 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

REAL ESTATE FUND

INSTITUTIONAL CLASS

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

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,

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

TABLE OF CONTENTS

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

Fund Performance History................................................3

Fees and Expenses.......................................................4

Information about the Fund..............................................5

Management.............................................................XX

Investing with American Century........................................XX

Share Price and Distributions..........................................XX

Taxes..................................................................XX

Multiple Class Information.............................................XX

Financial Highlights...................................................XX

Performance Information of Other Class.................................XX

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

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.

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

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT GOALS?

The Real Estate Fund seeks long-term capital. Income is a secondary objective.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

|X| seeking long-term capital growth and current income from your investment

|X| seeking diversification of your investment portfolio through an investment
in real estate securities

|X| comfortable with the risks associated with investing in real estate
securities

|X| comfortable with the fund's short-term price volatility

|X| 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

|X| investing for a short period of time

|X| uncomfortable with the risks associated with investments in real estate

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

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

o 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.

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.

1998
Real Estate Fund -17.86%

1 As June 30, 1999, the end of the most recent calendar quarter, the Real
Estate Fund's year-to-date returns was ____%.

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

- ---------------------- ---------------------------- ----------------------------
Highest Lowest
- ---------------------- ---------------------------- ----------------------------
- ---------------------- ---------------------------- ----------------------------
Real Estate Fund _______% (___Q199___) _______% (___Q199___)
- ---------------------- ---------------------------- ----------------------------

AVERAGE ANNUAL RETURNS

The following table shows the average annual 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 Fund1
- --------------------------------------------------- ----------- ----------------
- --------------------------------------------------- ----------- ----------------
Real Estate Fund -17.86% -2.05%
- --------------------------------------------------- ----------- ----------------
- --------------------------------------------------- ----------- ----------------
Wilshire REIT Index -16.96% -4.06% (2)
- --------------------------------------------------- ----------- ----------------

1 The inception dates 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 xx.

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

o 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.

o For current performance information, please call us at 1-800-345-3533.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

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

o 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.

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 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 ...

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

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

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

Information about the Fund

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Real Estate Fund seeks long-term capital growth. Income is a secondary
objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

WHAT IS A REIT?

If a REIT meets certain requirements, it is not taxed on the income it
distributes to its investors.

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

EQUITY SECURITIES include common stock, preferred stock and securities
convertible into common stock.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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 will 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.

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 INVESTMENT ADVISOR

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 of shares of each 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.

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

The representative of American Century Investment Management, Inc. who oversees
the management of the fund is identified as follows:

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

FUNDAMENTAL INVESTMENT POLICIES

YEAR 2000 ISSUES

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.

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

MINIMUM INITIAL INVESTMENT AMOUNTS

REDEMPTION OF SHARES IN BELOW-MINIMUM ACCOUNTS

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

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Service Represetative If you are a current investor, you can open Call us if you have authorized us to invest
1-800-345-3533 an account by exchanging shares from another from your bank account.
American Century account.
Sell shares
Exchange shares Call a Service Representative.
Call us or use our Automated Information
Line if you have authorized us to accept
telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419385 Send a signed and completed application and Send us your check or money order for at
Kansas City, MO 64141-6385 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax 816-340-4655 an investment slip, include your name,
Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call a Service
Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By wire Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address "Open an account" section
provided in the "By Mail" section and give
your bank the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
* Please remember that if Commerce Bank N.A. or electronic transfer.
you request redemptions by Routing No. 101000019
wire, $10 will be deducted Account No. 2804918
from the amount wired. Your The fund name
bank also may charge a fee. Your American Century account number*
Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Automatically Open an account Make additional investments
Not available. Select "Establish Automatic Investments" on
your account application to make automatic
Exchange shares purchases of shares on a regular basis. You
Send us written instructions to set up an must invest at least $600 per year per
automatic exchange of your shares from one account.
American Century account to another.
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.
</TABLE>

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

* minimum investment requirements
* exchange policies
* fund choices
* cutoff time for investments

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 a fund's behalf.

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

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

Share Price and Distributions

SHARE PRICE

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.

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

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.

TAXES

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

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.

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

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.

MULTIPLE CLASS INFORMATION

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. The funds may offer a different class of
shares primarily to institutional investors through institutional distribution
channels, such as employer-sponsored retirement plans, or through banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements than the Institutional Class.
The difference in the fee structures among the classes is the result of their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the advisor for core investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at * 1-800-345-2021 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.

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

Real Estate Fund
Institutional Class

For a Share Outstanding Throughout the Period Ended March 31
1999 1998(1) 1997(2)
--------------------------------
PER-SHARE DATA

Net Asset Value,
Beginning of Period..... Audited $16.06 $14.24
--------------------------------
Numbers
Income From Not Yet
Investment Operations Available

Net Investment Income(3)............ 0.26 0.28

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions..... 0.26 1.63
--------------------------------

Total From
Investment Operations......... 0.52 1.91
--------------------------------

Distributions

From Net Investment Income. (0.19) (0.09)

From Net Realized Gains on
Investment Transactions (0.27) -
--------------------------------

Total Distributions....... (0.46) (0.09)
--------------------------------

Net Asset Value,
End of Period..... $16.12 $16.06
================================

TOTAL RETURN(4)....... 3.32% 13.40%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............ 0.95%(5) 1.00%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and 1.00%(5) 1.00%(5)
reimbursements)(6)

Ratio of Net Investment Income
to Average Net Assets............ 4.00%(5) 4.85%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and 3.95%(5) 4.85%(5)
reimbursements)(6)

Portfolio Turnover Rate.... 28% 69%

Net Assets, End
of Period (in thousands)........ $14,795 $13,365

(1) Five month period ended March 31, 1998. The Fund's fiscal year end was
changed from October 31 to March 31 resulting in a five month reporting
period. For years ended prior to 1998, the funds fiscal year end was
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

Performance Information of Other Class

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

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

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

o Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net income Ratio--net investment income as a percentage of average net
assets

o Portfolio Turnover--the percentage of the fund's buying and selling
activity

<TABLE>
Real Estate Fund
Investor Class

Net Investment Income........ 0.25(3) 0.67(3) 0.55 0.07

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions..... 0.26 4.13 2.27 (0.25)
-----------------------------------------------------------------------

Total From Investment Operations.. 0.51 4.80 2.82 (0.18)
-----------------------------------------------------------------------

Distributions

From Net Investment Income (0.18) (0.48) (0.35) -

From Net Realized Gains on
Investment Transactions (0.27) (0.55) - -
-----------------------------------------------------------------------

Total Distributions.............. (0.45) (1.03) (0.35) -
-----------------------------------------------------------------------

Net Asset Value, End of Period... $16.12 $16.06 $12.29 $9.82
=======================================================================

TOTAL RETURN(4).......... 3.26% 40.69% 29.28% (1.80)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............ 1.15%(5) 1.17% 1.00% 1.50%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and 1.20%(5) 1.82% 6.83% 14.83%(5)
reimbursements)(6)

Ratio of Net Investment Income
to Average Net Assets............ 3.75%(5) 4.48% 5.84% 6.66%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and 3.70%(5) 3.84% 0.01% (6.67)%(5)
reimbursements)(6)

Portfolio Turnover Rate....... 28% 69% 86% -

Net Assets, End
of Period (in thousands)....... $135,922 $76,932 $7,209 $2,983
</TABLE>

(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.

More information about the fund is contained in these documents

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

Investment Company Act File No. 811-7820

American Century Logo
American Century Investments
P.O. Box 419385
Kansas City , Missouri 64141-63850

1-800-345-3533 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

REAL ESTATE FUND

ADVISOR CLASS

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

Sincerely,

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

TABLE OF CONTENTS

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

Fund Performance History.........................................3

Fees and Expenses................................................4

Information about the Fund.......................................5

Management......................................................XX

Investing with American Century.................................XX

Share Price and Distributions...................................XX

Taxes...........................................................XX

Multiple Class Information......................................XX

Financial Highlights............................................XX

Performance Information of Other Class..........................XX

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

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.

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

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT GOALS?

The Real Estate Fund seeks long-term capital. Income is a secondary objective.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

|X| seeking long-term capital growth and current income from your investment

|X| seeking diversification of your investment portfolio through an investment
in real estate securities

|X| comfortable with the risks associated with investing in real estate
securities

|X| comfortable with the fund's short-term price volatility

|X| 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

|X| investing for a short period of time

|X| uncomfortable with the risks associated with investments in real estate

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

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

o 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.

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

o Annual Total Returns
o Highest and Lowest Quarterly Returns
o 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 funds
perform in the future.

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

o For current performance information, please call us at 1-800-345-3533.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Advisor Class shares of other American Century funds
o 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.

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 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 ...

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

... your cost of investing in the fund would be:
<TABLE>
1 year 3 years 5 years 10 years

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

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

Information about the Fund

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The Real Estate Fund seeks long-term capital growth. Income is a secondary
objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

WHAT IS A REIT?

If a REIT meets certain requirements, it is not taxed on the income it
distributes to its investors.

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

EQUITY SECURITIES include common stock, preferred stock and securities
convertible into common stock.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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 will 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.

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 INVESTMENT ADVISOR

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 of shares of each 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.

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

The representative of American Century Investment Management, Inc. who oversees
the management of the fund is identified as follows:

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

FUNDAMENTAL INVESTMENT POLICIES

YEAR 2000 ISSUES

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.

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

* minimum investment requirements
* exchange policies
* fund choices
* cutoff time for investments

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 a fund's behalf.

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

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

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

Share Price and Distributions

SHARE PRICE

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.

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

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.

TAXES

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

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.

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

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.

MULTIPLE CLASS INFORMATION

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. The funds may offer a different class of
shares primarily to institutional investors through institutional distribution
channels, such as employer-sponsored retirement plans, or through banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements than the Advisor Class. The
difference in the fee structures among the classes is the result of their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the advisor for core investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at
* 1-800-345-2021 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.

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

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

Real Estate Fund
Advisor Class

For a Share Outstanding Throughout the Period Ended March 31
1999(1)
-----------
PER-SHARE DATA

Net Asset Value,
Beginning of Period..... Audited
-----------
Numbers
Income From Not Yet
Investment Operations Available

Net Investment Income(2)............

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions.....
-----------

Total From
Investment Operations.........
-----------

Distributions

From Net Investment Income.

From Net Realized Gains on
Investment Transactions
-----------

Total Distributions.......
-----------

Net Asset Value,
End of Period.....
===========

TOTAL RETURN(3).......

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............

Ratio of Operating Expenses
to Average Net Assets

Ratio of Net Investment Income
to Average Net Assets............

Ratio of Net Investment Income
to Average Net Assets

Portfolio Turnover Rate....

Net Assets, End
of Period (in thousands)........

(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 is not annualized.

(4) Annualized.

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

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

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

o Total Return--the overall percentage of return of the fund, assuming the
reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net income Ratio--net investment income as a percentage of average net
assets

o Portfolio Turnover--the percentage of the fund's buying and selling
activity

<TABLE>
<CAPTION>
Real Estate Fund
Investor Class

Net Investment Income........ 0.25(3) 0.67(3) 0.55 0.07

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions..... 0.26 4.13 2.27 (0.25)
-----------------------------------------------------------------------

Total From Investment Operations.. 0.51 4.80 2.82 (0.18)
-----------------------------------------------------------------------

Distributions

From Net Investment Income (0.18) (0.48) (0.35) -

From Net Realized Gains on
Investment Transactions (0.27) (0.55) - -
-----------------------------------------------------------------------

Total Distributions.............. (0.45) (1.03) (0.35) -
-----------------------------------------------------------------------

Net Asset Value, End of Period... $16.12 $16.06 $12.29 $9.82
=======================================================================

TOTAL RETURN(4).......... 3.26% 40.69% 29.28% (1.80)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............ 1.15%(5) 1.17% 1.00% 1.50%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and 1.20%(5) 1.82% 6.83% 14.83%(5)
reimbursements)(6)

Ratio of Net Investment Income
to Average Net Assets............ 3.75%(5) 4.48% 5.84% 6.66%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and 3.70%(5) 3.84% 0.01% (6.67)%(5)
reimbursements)(6)

Portfolio Turnover Rate....... 28% 69% 86% -

Net Assets, End
of Period (in thousands)....... $135,922 $76,932 $7,209 $2,983
</TABLE>

(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.

More information about the fund is contained in these documents

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

Investment Company Act File No. 811-7820

American Century Logo
American Century Investments
P.O. Box 419385
Kansas City , Missouri 64141-63850

1-800-345-3533 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

EQUITY INDEX FUND

INVESTOR CLASS

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

Sincerely,

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

TABLE OF CONTENTS

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

Fees and Expenses..................................................4

Information about the Fund.........................................5

Management........................................................XX

Investing with American Century...................................XX

Share Price and Distributions.....................................XX

Taxes.............................................................XX

Multiple Class Information........................................XX

Financial Highlights..............................................XX

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

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.

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

An Overview of the Fund

WHAT IS THE FUND'S INVESTMENT GOAL?

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 generally select
stocks in order of their weightings in the S&P 500 Index, beginning with the
heaviest-weighted stocks. The fund also may invest in S&P 500 Index futures and
options. A more detailed description of the fund's investment strategies and
risks begins on page 5.

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.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

|X| seeking long-term capital growth from your investment

|X| comfortable with the risks associated with the fund's investment strategy

|X| comfortable with the fund's short-term price volatility

|X| 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

|X| investing for a short period of time

|X| uncomfortable with the risks associated with the fund's investment strategy

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

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

o 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.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century
o to reinvest dividends in additional shares
o to exchange into the Investor Class shares of other American Century funds
o 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.

1 Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for current 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 ...

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o 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 CALLOUTS

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

Information about the Fund

EQUITY INDEX

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 generally select stocks
for the fund's portfolio in order of their weightings in the S&P 500 Index,
beginning with the heaviest-weighted stocks. 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 convertible securities, debt securities of companies, debt
obligations of governments and their agencies, and non-leveraged stock index
futures and 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(R)," "S&P 500(R)" and "S&P(R)" 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.

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

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.

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.

PERFORMANCE HISTORY

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

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

o For current performance information, please call us at 1-800-345-2021 or
visit American Century's Web site at www.americancentury.com.

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 INVESTMENT ADVISOR

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 of shares of each 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 CALLOUTS

Fundamental Investment Policies

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.

Investing With American Century

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 Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address provided "Open an account" section
in the "By Mail" section and give your bank
the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
* Please remember that Commerce Bank N.A. or electronic transfer.
if you request Routing No. 101000019
redemptions by wire, $10 Account No. 2804918
will be deducted from the The fund name
amount wired. Your bank Your American Century account number*
also may charge a fee. Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically Open an account Make additional investments
Not available. With the automatic investment privilege, you
can purchase shares on a regular basis. You
Exchange shares must invest at least $600 per year per
Send us written instructions to set up an account.
automatic exchange of your shares from one
American Century account to another. 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.

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

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 $10,0001

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

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

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.

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 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 CALLOUTS

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

Share Price and Distributions

SHARE PRICE

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.

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

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.

Taxes

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

<TABLE>
- ------------------------------------------- ----------------------------------------- -----------------------------------------
<S> <C> <C>
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%
- ------------------------------------------- ----------------------------------------- -----------------------------------------
</TABLE>

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.

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

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.

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

Equity Index
Investor Class

For a Share Outstanding Throughout the Period Ended March 31

1999(1)
-----------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period............ Numbers
-----------------
Not Yet
Income From Available
Investment Operations

Net Investment Income(2).......

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions.....
-----------------

Total From
Investment Operations.........
-----------------

Net Asset Value,
End of Period............
=================

TOTAL RETURN(3)................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............

Ratio of Net Investment Income
to Average Net Assets............

Portfolio Turnover Rate.......

Net Assets, End
of Period (in thousands)........

(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 is not annualized.

(4) Annualized.

More information about the fund is contained in these documents

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

Investment Company Act File No. 811-7820

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

1-800-345-2021 or 816-531-5575
<PAGE>
AMERICAN CENTURY

PROSPECTUS

JULY 30, 1999
- --------------------------------------------------------------------------------

EQUITY INDEX FUND

INSTITUTIONAL CLASS

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

Sincerely,

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

TABLE OF CONTENTS

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

Fees and Expenses...............................................4

Information about the Fund......................................5

Management.....................................................XX

Investing with American Century................................XX

Share Price and Distributions..................................XX

Taxes..........................................................XX

Multiple Class Information.....................................XX

Financial Highlights...........................................XX

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

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.

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

An Overview of the Fund

WHAT IS THE FUND'S INVESTMENT GOAL?

Equity Index seeks long-term capital growth.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

|X| seeking long-term capital growth from your investment

|X| comfortable with the risks associated with the fund's investment strategy

|X| comfortable with the fund's short-term price volatility

|X| 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

|X| investing for a short period of time

|X| uncomfortable with the risks associated with the fund's investment strategy

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

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

o 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.

Fees and Expenses

There are no sales loads, fees or other charges

o to buy fund shares directly from American Century

o to reinvest dividends in additional shares

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

o 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.

1 Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel and interest, are expected to be
less than 0.005% for current 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 ...

o invest $10,000 in the fund
o redeem all of your shares at the end of the periods shown below
o earn a 5% return each year
o 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 CALLOUTS

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

Information about the Fund

EQUITY INDEX

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

Equity Index seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUND?

PERFORMANCE HISTORY

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

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

o For current performance information, please call us at 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 INVESTMENT ADVISOR

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 of shares of each 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 CALLOUTS

Fundamental Investment Policies

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.

Investing With American Century
ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

MINIMUM INITIAL INVESTMENT AMOUNTS

REDEMPTION OF SHARES IN BELOW-MINIMUM ACCOUNTS

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

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Service Represetative If you are a current investor, you can open Call us if you have authorized us to invest
1-800-345-3533 an account by exchanging shares from another from your bank account.
American Century account.
Sell shares
Exchange shares Call a Service Representative.
Call us or use our Automated Information
Line if you have authorized us to accept
telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
P.O. Box 419385 Send a signed and completed application and Send us your check or money order for at
Kansas City, MO 64141-6385 check or money order payable to American least $50 with an investment slip or $250
Century Investments. without an investment slip. If you don't have
Fax 816-340-4655 an investment slip, include your name,
Exchange shares address and account number on your check or
Send us written instructions to exchange money order.
your shares from one American Century
account to another. Sell shares
Send us written instructions or a redemption
form to sell shares. Call a Service
Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By wire Open an account Make additional investments
Call us to set up your account or mail a Follow the wire instructions provided in the
completed application to the address "Open an account" section
provided in the "By Mail" section and give
your bank the following information Sell shares
Our bank information: You can receive redemption proceeds by wire
* Please remember that if Commerce Bank N.A. or electronic transfer.
you request redemptions by Routing No. 101000019
wire, $10 will be deducted Account No. 2804918
from the amount wired. Your The fund name
bank also may charge a fee. Your American Century account number*
Your name Exchange shares
The contribution year (for IRAs only) Not available.

*For additional investments only

- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Automatically Open an account Make additional investments
Not available. Select "Establish Automatic Investments" on
your account application to make automatic
Exchange shares purchases of shares on a regular basis. You
Send us written instructions to set up an must invest at least $600 per year per
automatic exchange of your shares from one account.
American Century account to another.
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.
</TABLE>

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

* minimum investment requirements
* exchange policies
* fund choices
* cutoff time for investments

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 a fund's behalf.

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

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

Share Price and Distributions

SHARE PRICE

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.

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

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.

Taxes

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

<TABLE>
- ------------------------------------------- ----------------------------------------- -----------------------------------------
<S> <C> <C>
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%
- ------------------------------------------- ----------------------------------------- -----------------------------------------
</TABLE>

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.

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

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.

American Century offers another class of shares that has no up-front or deferred
charges, commissions or 12b-1 fees. The fund may offer a different class of
shares primarily to institutional investors, through institutional distribution
channels, such as employer-sponsored retirement plans, or through banks,
broker-dealers and insurance companies. The other 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 classes 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.

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

Equity Index
Institutional Class

For a Share Outstanding Throughout the Period Ended March 31

1999(1)
-----------------

PER-SHARE DATA

Net Asset Value, Audited
Beginning of Period............ Numbers
-----------------
Not Yet
Income From Avaiable
Investment Operations

Net Investment Income(2).......

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions.....
-----------------

Total From
Investment Operations.........
-----------------

Net Asset Value,
End of Period............
=================

TOTAL RETURN(3)................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............

Ratio of Net Investment Income
to Average Net Assets............

Portfolio Turnover Rate.......

Net Assets, End
of Period (in thousands)........

(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 is not annualized.

(4) Annualized.

More information about the fund is contained in these documents

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

Investment Company Act File No. 811-7820

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

1-800-345-3533 or 816-531-5575
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
July 30, 1999

Large Cap Value Fund
Value Fund
Small Cap Value Fund
Equity Income Fund
Equity Index Fund
Real Estate Fund

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
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 x
Investment Strategies and Risks x
Investment Policies x
Portfolio Turnover x
S&P 500 Index x
Management x
The Board of Directors x
Officers x
The Fund's Principal Shareholders x
Service Providers x
Investment Advisor x
Transfer Agent and Administrator x
Distributor x
Other Service Providers x
Custodian Banks x
Independent Auditor x
Brokerage Allocation x
Information about Fund Shares x
Multiple Class Structure x
Buying and Selling Fund Shares x
Valuation of a Fund's Securities x
Taxes x
Federal Income Tax x
State and Local Income Tax x
How Fund Performance Information Is Calculated x
Performance Comparisons x
Permissible Advertising Information x
Multiple Class Performance Advertising x
Financial Statements x
Explanation of Fixed-Income Securities Ratings x

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
- ------------------- ---------------------------- ------------------------------ ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Ticker Symbol Inception Ticker Symbol Inception Ticker Symbol Inception
Date Date Date
- ------------------- ---------------- ----------- --------------- -------------- --------------- ------------
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 x. In the case of the funds' principal investment
strategies, these descriptions elaborate upon discussions contained in the
Prospectuses.

Each of Large Cap Value, Value, Small Cap Value and Equity Income is 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 is diversified to the
extent that the S&P 500 Index is diversified. The Real Estate Fund is a
non-diversified fund investing primarily in real estate securities.

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 will generally
consist of domestic and foreign common stocks and equity equivalent securities.
However, subject to the specific limitations applicable to a fund, the funds'
management teams may invest the assets of each fund in varying amounts using
other investment techniques, such as those reflected in Table 1 on page xx, when
such a course is deemed appropriate in order to attempt to attain a fund's
investment objective. Senior securities that, in the opinion of the managers,
are high-grade issues 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, regardless of the movement of
stock prices, generally. In most circumstances, the funds' actual level of cash
and cash equivalents will be less than 10%. 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 xx, "Short-Term Securities," page xx and "Futures
and Options," page xx.

<TABLE>
TABLE 1
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Large Cap Value Small Cap Equity Equity Real Estate
Value Value Income Index Fund
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Equity Equivalents x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Debt Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Foreign Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Convertible
Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Short Sales x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Portfolio Lending x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Derivative
Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Investments in
Companies with
Limited Operating
Histories 5% 5% 5% 5% 5% 5%
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Other Investment
Companies x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Repurchase Agreement x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
When-Issued and
Forward Commitment
Agreements x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Illiquid Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Restricted Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Short-Term Securities x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Futures & Options x x x x x x
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
Forward Currency
Exchange Contracts x x x x x X
- --------------------- ----------- ----------- ----------- ----------- ---------- -----------
</TABLE>

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 Table 1, page x.

Equity Equivalents

In addition to investing in common stocks, the funds may invest in other equity
securities and equity equivalents. Other equity securities and equity
equivalents include 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 investment quality as determined
by the manager. 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 "An Explanation of Fixed Income Securities Ratings," page xx.
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 following 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 consist generally 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 investment manager. 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 "An Explanation of Fixed
Income Securities Ratings," page xx.

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
manager 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 rise.
When prevailing interest rates rise, bond prices 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.

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

Each fund may invest in the securities of foreign issuers, including foreign
governments and their agencies, when these securities meet its 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 or 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
are generally 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 is
generally less government regulation and supervision of foreign stock exchanges,
brokers and issuers, which may make it difficult to enforce contractual
obligations.

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 net assets valued at market
except (i) through the purchase of debt securities in accordance with its
investment objective, policies and limitations, or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

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 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 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 until the settlement date a segregated account
consisting of cash, cash equivalents or other appropriate liquid securities 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, such
determination to be 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
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 fund
managers. 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

* 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 objective.
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 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 assure 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, called variation margin, to and from the
broker, 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.

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 xx.

Forward contracts may be used 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 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

The funds' investment restrictions are set forth below. 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 A fund may not issue senior securities, except as
Securities 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 (including the amount
borrowed) less liabilities (other than
borrowings).
- ----------------------------- --------------------------------------------------
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
objective, 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.
- ----------------------------- --------------------------------------------------

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.

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, a fund
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 uses the Standard Industry Classification codes developed by
the United States 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 funds
believe 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 table 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 portfolio
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 objective, 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 objective, the managers believe that the rate
of portfolio turnover is irrelevant when they believe a change is in order to
achieve the objective. 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, since 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 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 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 following table on the next page 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.* (74) Director, Chairman, Director and controlling shareholder, ACC
Chairman of the Board Chairman and Director, ACIM, ACSC and ACIS
Father of James E. Stowers III

James E. Stowers III* (40) Director Director and Chief Executive Officer, ACC, ACIM,
ACSC and ACIS
Son of James E. Stowers, Jr.

Thomas A. Brown (58) Director Director of Plains States Development, Applied
Industrial Technologies, Inc., a corporation engaged in
the sale of bearings and power transmission products

Robert W. Doering, M.D. (65) Director Retired, formerly a general surgeon

Andrea C. Hall, Ph.D. (54) Director Senior Vice President and Associate Director, Midwest
Research Institute

D.D. (Del) Hock (63) Director Retired, formerly Chairman, Public Service Company
of Colorado; Director, Service Tech, Inc., Hathaway
Corporation, and J.D. Edwards & Company

Donald H. Pratt (60) Director, President and Director, Butler Manufacturing Company
Vice Chairman of the Board

Lloyd T. Silver, Jr. (70) Director President, LSC, Inc., manufacturer's representative

M. Jeannine Strandjord (52) Director Senior Vice President, Finance, Sprint Corporation;
Director, DST Systems, Inc.
</TABLE>

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 acts as chairman of the committee.

<TABLE>
- --------------- -------------------------- -----------------------------------------------------------------
Committee Members Function of Committee
- --------------- -------------------------- -----------------------------------------------------------------
- --------------- -------------------------- -----------------------------------------------------------------
<S> <C> <C>
Executive James E. Stowers, Jr. The Executive Committee performs the functions of the Board of
James E. Stowers III Directors between Board meetings, subject to
the limitations on Donald H. Pratt it 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 results of the
Donald H. Pratt funds'compliance testing program, reviews quarterly reports from
Lloyd T. Silver, Jr. the advisor to the Board regarding various compliance matters and
Andrea C. Hall, PhD monitors the implementation of the funds' Code of Ethics,
including any violations thereof.
- --------------- -------------------------- -----------------------------------------------------------------
Audit M. Jeannine Strandjord The Audit Committee recommends the engagement of the funds'
Robert W. Doering, M.D. independent auditors and oversees its activities. The Committee
D.D. (Del) Hock D.D. (Del) Hock 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 and recommends
D.D. (Del) Hock individuals for nomination as directors. The names of potential
James E. Stowers III director candidates are drawn from a number 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>

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.

<TABLE>
Aggregate Director Compensation for Fiscal Year Ended March 31, 1999
- ----------------------------- --------------------------------- ---------------------------------------
Total Compensation from the Total Compensation from the American
Funds1 Century Family of Funds2
Name of Director
- ----------------------------- --------------------------------- ---------------------------------------
- ----------------------------- --------------------------------- ---------------------------------------
<S> <C> <C>
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
- ----------------------------- --------------------------------- ---------------------------------------
</TABLE>

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), as specified in the following table.

<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 Client Services, FDI
60 State St. (March 1998 to present)
Boston, MA 02109 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 (July
60 State St. 1996 to present)
Boston, MA 02109 Assistant Counsel, 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 Services and
60 State St. 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 and Principal Accounting
4500 Main St. and Treasurer Officer, ACSC
Kansas City, MO 64111

David C. Tucker (41) Vice President Senior Vice President and General Counsel, ACSC and ACIM
4500 Main St. (June 1998 to present)
Kansas City, MO 64111 General Counsel, 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 (February 1996 to present)
Kansas City, MO 64111 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 Director of Taxation, ACSC (1996 to present)
4500 Main St. Tax Manager, Price Waterhouse LLP (1989-1996)
Kansas City, MO 64111
</TABLE>

THE FUNDS' PRINCIPAL SHAREHOLDERS

As of July1, 1999, the following companies were the record owners of more than
5% of a fund's outstanding shares: 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.

- --------------------- ---------------------------------- -----------------------
Fund Shareholder Percentage of
Outstanding Shares
- --------------------- ---------------------------------- -----------------------
Value Charles Schwab & Company ____%
San Francisco, California
- --------------------- ---------------------------------- -----------------------
Small Cap Value Charles Schwab & Company ____%
San Francisco, California
- --------------------- ---------------------------------- -----------------------
Equity Income Charles Schwab & Company ____%
San Francisco, California
- --------------------- ---------------------------------- -----------------------
Equity Index Charles Schwab & Company ____%
San Francisco, California
- --------------------- ---------------------------------- -----------------------
Real Estate Charles Schwab & Company ____%
San Francisco, California
- --------------------- ---------------------------------- -----------------------

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%
- --------------------------- ------------------ --------------------------------

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 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 corporation's 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.

Unified Management Fees

- ------------------- -------------------- -------------------- -----------------
Fund 1999 1998 1997
- ------------------- -------------------- -------------------- -----------------
- ------------------- -------------------- -------------------- -----------------
Value
Investor Audited $22,462,663 $12,940,373
Institutional Numbers Not 12,7331 N/A
Advisor Yet Available 303,110 106,7802
- ------------------- -------------------- -------------------- -----------------
- ------------------- -------------------- -------------------- -----------------
Small Cap Value N/A N/A
Investor N/A N/A
Institutional N/A N/A
Advisor
- ------------------- -------------------- -------------------- -----------------
- ------------------- -------------------- -------------------- -----------------
Equity Income 1,576,874 831,878
Investor N/A N/A
Institutional 3,083 93
Advisor
- ------------------- -------------------- -------------------- -----------------
- ------------------- -------------------- -------------------- -----------------
Equity Index
Investor N/A N/A
Institutional N/A N/A
- ------------------- -------------------- -------------------- -----------------
- ------------------- -------------------- -------------------- -----------------
Real Estate
Investor 527,3194 247,0665
Institutional 54,9636 48,84377
Advisor 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 $28,550 of fees,
the payment of which was voluntarily waived by the manager.

5 For the twelve months ended October 31, 1997.

6 For the five months ended March 31, 1998.

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 nine 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, acts 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.

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, their 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 444,518 164,9771 140,2262
- ------------------------- ------------------- ------------------ ---------------

1 For the five months ended March 31, 1998.

2 For the twelve 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 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" that 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 class of securities unless otherwise stated. Within their
respective series or class, all shares have equal redemption rights. Each share,
when issued, is fully paid and non-assessable.

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 29). 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 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.

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 semi-annual 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, on-going 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 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 the
American Century Investor Services Guide. 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 fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges are generally 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.

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 value is 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 TAX

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 gain 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 in
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 each
quarter 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 separately disclosed and may be eligible as
an itemized deduction.

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 as of the last day of its fiscal year 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 to the IRS 31% of reportable
payments (which may include dividends, capital gains distributions and
redemptions). Those regulations require you to certify that the Social Security
number or tax identification number you provide is correct and that you are not
subject to 31% withholding for previous under-reporting to the IRS. You will be
asked to make the appropriate certification on your application. Payments
reported by us that omit your Social Security number or tax identification
number will subject us to a penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed, and is not refundable.

Redemption of shares of a fund (including redemption made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders will generally recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. 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 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.

In addition to average annual total returns, each fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
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.

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-Institutional 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%
- ------------------ ------------- -------------- -------------- -----------------

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.

- ----------------- --------------- ------------------------- --------------------
Fund Class Cumulative Total Return Date of Inception
Since Inception
- ----------------- --------------- ------------------------- --------------------
- ----------------- --------------- ------------------------- --------------------
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
- ----------------- --------------- ------------------------- --------------------

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 (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 that 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 number 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.

<TABLE>
BOND RATINGS
- --------------- ------------ -------------------------------------------------------------------------------
S&P Moody's Description
- --------------- ------------ -------------------------------------------------------------------------------
<S> <C> <C>
AAA Aaa These are the highest ratings assigned by S&P and Moody's to a debt
obligation. These ratings indicate 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 also
is 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 also is 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 is used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
- --------------- ------------ ------------------------------------------------------------------------------
</TABLE>

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
<TABLE>
- -------- ------------- ---------------------------------------------------------------------------------------------
S&P Moody's Description
- -------- ------------- ---------------------------------------------------------------------------------------------
<S> <C> <C>
A-1 Prime-1 This indicates that the degree of safety regarding timely payment is strong. Standard &
(P-1) 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 more
(P-3) 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.
- -------- ----------------- -----------------------------------------------------------------------------------
</TABLE>

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 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. 811-0816

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
1-800-345-3533

SH-PRS-xxxxx 9905
<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 is included herein.

(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 is included herein.

(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 is included herein.

(13) Articles Supplementary of American Century Capital
Portfolios, Inc. (to be filed by amendment).

(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. (to be filed by amendment).

(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. (to be filed by amendment).

(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 (to be filed by amendment).

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

(2) Power of Attorney dated February 19, 1999 is included herein.

(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) (to be filed by amendment).

(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 is included herein.

(2) Financial Data Schedule for Equity Income Fund is included
herein.

(3) Financial Data Schedule for Real Estate Fund is included
herein.

(4) Financial Data Schedule for is included Small Cap Value Fund
herein.

(5) Financial Data Schedule for Equity Index Fund is included
herein.

(6) 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. (to be filed by amendment).

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.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick 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>

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 has duly caused
this Post-Effective Amendment No. 15 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 14th day of May, 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. 15 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 May 14, 1999
- ------------------------- and Principal Financial Officer
George A. Rio.

*Maryanne Roepke Vice President and Treasurer May 14, 1999
- -------------------------
Maryanne Roepke

*James E. Stowers, Jr. Director May 14, 1999
- -------------------------
James E. Stowers, Jr.

*James E. Stowers III Director May 14, 1999
- -------------------------
James E. Stowers, III

*Thomas A. Brown Director May 14, 1999
- -------------------------
Thomas A. Brown

*Robert W. Doering, M.D. Director May 14, 1999
- -------------------------
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director May 14, 1999
- -------------------------
Andrea C. Hall, Ph.D.

*D. D. (Del) Hock Director May 14, 1999
- -------------------------
D. D. (Del) Hock

*Donald H. Pratt Director May 14, 1999
- -------------------------
Donald H. Pratt

*Lloyd T. Silver, Jr. Director May 14, 1999
- -------------------------
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director May 14, 1999
- -------------------------
M. Jeannine Strandjord

*By /s/Charles A. Etherington
Charles A. Etherington
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 is included herein.

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 Captial 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 is included herein.

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 is included herein.

EX-99.a13 Articles Supplementary of American Century Capital Portfolios,
Inc. (to be filed by amendment).

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.
(to be filed by amendment).

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. (to
be filed by amendment).

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 (to be filed by amendment).

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

EX-99.j2 Power of Attorney dated February 19, 1999 is included herein.

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) (to be filed by amendment).

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. (to be filed by amendment).

EX-27.1.1 Financial Data Schedule for Value Fund.

EX-27.1.2 Financial Data Schedule for Equity Income Fund.

EX-27.1.3 Financial Data Schedule for Real Estate Fund.

EX-27.1.4 Financial Data Schedule for Small Cap Value Fund.

EX-27.1.5 Financial Data Schedule for Equity Index Fund.

EX-27.1.6 Financial Data Schedule for Large Cap Value Fund.

TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.

ARTICLES SUPPLEMENTARY

TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC., 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
of the Corporation by Section 2-605(a)(4) of the Maryland General Corporation
Law and by Article FIFTH and Article SEVENTH of the Articles of Incorporation,
the Board of Directors of the Corporation (a) has duly established four (4)
classes of shares (each hereinafter referred to as a "Class") for each of the
two Series of the capital stock of the Corporation and (b) has reallocated the
shares designated to each Series among the Classes of shares. As a result of the
action taken by the Board of Directors, the Classes of shares of the two Series
of stock of the Corporation and the number of shares and aggregate par value of
each is as follows:

<TABLE>
<CAPTION>
Number of Shares Number of Shares Aggregate
Series Name Class Name Before Reallocation as Reallocated Par Value
- ----------- ---------- ------------------- -------------- ---------

<S> <C> <C> <C> <C>
Twentieth Century N/A 700,000,000 0
Value Investor 0 350,000,000 $3,500,000
Institutional 0 60,000,000 600,000
Service 0 145,000,000 1,450,000
Advisor 0 145,000,000 1,450,000

Twentieth Century N/A 300,000,000 0
Equity Income Investor 0 150,000,000 1,500,000
Institutional 0 25,000,000 250,000
Service 0 62,500,000 625,000
Advisor 0 62,500,000 625,000
</TABLE>

SECOND: 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.

THIRD: 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.

FOURTH: The Board of Directors of the Corporation duly adopted
resolutions dividing the Series of capital stock of the Corporation into Classes
and reallocating shares to each Class, as set forth in Article FIRST above.

IN WITNESS WHEREOF, TWENTIETH STRATEGIC CAPITAL PORTFOLIOS, INC. has
caused these Articles Supplementary to be signed and acknowledged in its name
and on its behalf by its Executive Vice President and its corporate seal to be
hereunto affixed and attested to by its Secretary on this 9th day of September,
1996.

TWENTIETH CENTURY CAPITAL
ATTEST: PORTFOLIOS, INC.

/s/ Patrick A. Looby By: /s/ William M. Lyons
Name: Patrick A. Looby Name: William M. Lyons
Title: Secretary Title: Executive Vice President

THE UNDERSIGNED Executive Vice President of TWENTIETH 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: September 9, 1996 /s/ William M. Lyons
------------------------------------------
William M. Lyons, Executive Vice President

ARTICLES OF MERGER
MERGING
RREEF SECURITIES FUND, INC.
WITH AND INTO
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

ARTICLES OF MERGER, made and entered into this 13th day of June, 1997,
by and between RREEF Securities Fund, Inc., a Maryland corporation (the "Merging
Corporation"), and American Century Capital Portfolios, Inc., a Maryland
corporation (the "Surviving Corporation").

FIRST: The parties hereto agree that the Merging Corporation shall be
merged with and into the American Century Capital Portfolios, Inc., a Maryland
Corporation (the "Survivor").

SECOND: The Surviving Corporation, which was organized and exists under
the laws of the State of Maryland, shall survive the Merger and shall continue
under the name of American Century Capital Portfolios, Inc.

THIRD: The Merging Corporation was organized and exists under the laws
of the State of Maryland.

FOURTH: Each of the corporations party to these Articles have a
principal office in Baltimore, Maryland.

FIFTH: The Merging Corporation does not own an interest in land in the
State of Maryland.

SIXTH: (a) The total number of shares of capital stock of all series
and classes which the Surviving Corporation has authority to issue is
1,100,000,000 shares of Common Stock with a par value of $0.01 per share for an
aggregate par value of $11,000,000. The Board of Directors of the Surviving
Corporation has designated the shares of such corporation as follows:
100,000,000 shares as shares of the American Century Real Estate Fund Series;
700,000,000 shares as shares of the American Century Value Fund Series; and
300,000,000 shares as shares of the American Century Equity Income Fund Series.

(b) The Board of Directors of the Surviving Corporation has
duly established four classes of shares for each of the American Century Value
Fund series of stock and the American Century Equity Income Fund series of
stock, and three classes of shares for the American Century Real Estate Fund
series of stock, and has allocated the shares designated to each series among
the classes of shares so established. The classes of shares of each series 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
- ----------------------------------- ---------------- --------------- -----------
- ----------------------------------- --------------------------------------------

American Century Equity Income Fund Investor 150,000,000 $1,500,000
Institutional 25,000,000 250,000
Service 62,500,000 625,000
Advisor 62,500,000 625,000

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

American Century Value Fund Investor 350,000,000 $3,500,000
Institutional 60,000,000 600,000
Service 145,000,000 1,450,000
Advisor 145,000,000 1,450,000
- ----------------------------------- --------------------------------------------
- ----------------------------------- --------------------------------------------

American Century Real Estate Fund Investor 50,000,000 $ 500,000
Institutional 25,000,000 250,000
Advisor 25,000,000 250,000
- ----------------------------------- --------------------------------------------

(c) The total number of shares of capital stock of all classes
which the Merging Corporation has authority to issue is 2,000,000,000 shares of
Common Stock with a par value of $0.001 per share, having an aggregate par value
of $2,000,000. The Board of Directors of the Merging Corporation has designated
500,000,000 shares as shares of the RREEF Real Estate Securities Fund series.
The remaining shares of the Merging Corporation are undesignated.

SEVENTH: The Merger herein provided for shall become effective (the
"Effective Date") on the date of the filing of these Articles of Merger with the
Maryland State Department of Assessments and Taxation.

EIGHTH: No amendment is made to the Articles of Incorporation of the
Surviving Corporation as a part of the Merger.

NINTH: On the Effective Date, each share of the issued and outstanding
capital stock of the Merging Corporation shall be automatically converted into
shares of the issued and outstanding capital stock of the Surviving Corporation
which have been designated as Investor class shares of the American Century Real
Estate Fund, without the necessity of any further act or deed, on the basis of
an exchange ratio equal to one share of stock, or fraction thereof, of the

Surviving Corporation for each share of stock, or fraction thereof, of
the Merging Corporation. No consideration other than said conversion will be
paid for the shares of the Merging Corporation.

TENTH: (a) The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by the Surviving
Corporation at a special meeting of the Board of Directors of the Surviving
Corporation held on March 26, 1997.

(b) The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by the Merging
Corporation at a meeting of the Board of Directors of the Merging Corporation
held on April 16, 1997, and at a special meeting of the shareholders of the
Merging Corporation held on June 13, 1997.

(c) The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by the Surviving
Corporation and the Merging Corporation in the manner and by the vote required
by the laws of the State of Maryland and the Charters of each of said
corporations.

ELEVENTH: The merger herein provided for shall have the effect
described in Section 3-114 of the Maryland General Corporation Law.

IN WITNESS WHEREOF, each corporation party to these Articles has caused
these Articles to be signed and acknowledged in the name and on behalf of the
such corporation by its President or Vice President, and attested by its
Secretary or Assistant Secretary, the day and year first above written, and each
such signatory does hereby acknowledge the same to be the act of such
corporation, and that to the best of his knowledge, information and belief, all
matters and facts stated herein are true in all material respects, this
statement being made under the penalties of perjury.

ATTEST: RREEF Securities Fund, Inc.

/s/ Barry H. Braitman By: /s/ Kim Redding
Barry Braitman, Assistant Kim Redding, President
Secretary

American Century Capital Portfolios, Inc.

/s/ Patrick A. Looby By: /s/ William M. Lyons
Patrick A. Looby, Secretary William M. Lyons,
Executive Vice President

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: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

SECOND: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Section 2-605(a)(4) of the Maryland General
Corporation Law, the Board of Directors of the Corporation has renamed the duly
established and allocated series of the Corporation's stock as follows:

Prior Series Name New Series Name
----------------- ---------------
American Century Equity Income Fund Equity Income Fund
American Century Value Fund Value Fund
American Century Real Estate Fund Real Estate Fund
American Century Small Cap Value Fund Small Cap Value Fund
American Century Equity Index Fund Equity Index Fund

The name changes shall be effective on March 1, 1999.

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 renaming the Series, 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 its corporate seal to be hereunto
affixed and attested to by its Assistant Secretary on this 16th day of February,
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 Executive 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: February 16, 1999 /s/ David C. Tucker
David C. Tucker, Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, American Century
Capital Portfolios, Inc., hereinafter called the "Corporation", and certain
directors and officers of the Corporation, do hereby constitute and appoint
George A. Rio, David C. Tucker, Charles A. Etherington, David H. Reinmiller, and
Charles C.S. Park, Janet A. Nash, and Brian L. Brogan, and each of them
individually, their true and lawful attorneys and agents to take any and all
action and execute any and all instruments which said attorneys and agents may
deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933 and/or the Investment Company Act of 1940, as amended,
and any rules, regulations, orders, or other requirements of the United States
Securities and Exchange Commission thereunder, in connection with the
registration under the Securities Act of 1933 and/or the Investment Company Act
of 1940, as amended, including specifically, but without limitation of the
foregoing, power and authority to sign the name of the Corporation in its behalf
and to affix its corporate seal, and to sign the names of each of such directors
and officers in their capacities as indicated, to any amendment or supplement to
the Registration Statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 and/or the Investment Company Act of 1940, as
amended, and to any instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Corporation has caused this Power to be
executed by its duly authorized officers on this the 19th day of February, 1999.

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

By: /s/ George A. Rio
GEORGE A. RIO, President

SIGNATURE AND TITLE

/s/ George A. Rio /s/ Robert W. Doering, M.D.
GEORGE A. RIO ROBERT W. DOERING, M.D.
President, Principal Executive and Principal Director
Financial Officer

/s/ Maryanne Roepke /s/ Andrea C. Hall, Ph.D.
MARYANNE ROEPKE ANDREA C. HALL, PH.D.
Vice President and Treasurer Director

/s/ James E. Stowers, Jr. /s/ Donald H. Pratt
JAMES E. STOWERS, JR. DONALD H. PRATT
Director Director

/s/ James E. Stowers III /s/ Lloyd T. Silver
JAMES E. STOWERS III LLOYD T. SILVER
Director Director

/s/ Thomas A. Brown /s/ M. Jeannine Strandjord
THOMAS A. BROWN M. JEANNINE STRANDJORD
Director Director

Attest: /s/ D.D. (Del) Hock
D.D. ("DEL") HOCK
By: /s/ Paul Carrigan, Jr. Director
Paul Carrigan, Jr., Secretary

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT OF AMERICAN CENTURY MUTUAL CAPITAL PORTFOLIOS, INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS
A TOTAL OF ALL CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS
PER SHARE DATA). IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS
PRESENTED.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
<NUMBER> 1
<NAME> AMERICAN CENTURY VALUE FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998 <F1>
<INVESTMENTS-AT-COST> 2,194,576,851
<INVESTMENTS-AT-VALUE> 1,980,271,208
<RECEIVABLES> 95,848,308
<ASSETS-OTHER> 16,424,844
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,092,544,360
<PAYABLE-FOR-SECURITIES> 62,121,213
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,580,374
<TOTAL-LIABILITIES> 70,701,587
<SENIOR-EQUITY> 3,103,653
<PAID-IN-CAPITAL-COMMON> 1,919,523,105
<SHARES-COMMON-STOCK> 310,365,317
<SHARES-COMMON-PRIOR> 358,947,347
<ACCUMULATED-NII-CURRENT> 283,462
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 331,861,333
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (232,928,780)
<NET-ASSETS> 2,021,842,773
<DIVIDEND-INCOME> 25,865,067
<INTEREST-INCOME> 1,248,072
<OTHER-INCOME> 0
<EXPENSES-NET> 12,456,250
<NET-INVESTMENT-INCOME> 14,656,889
<REALIZED-GAINS-CURRENT> 179,926,438
<APPREC-INCREASE-CURRENT> (589,664,887)
<NET-CHANGE-FROM-OPS> (395,081,560)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 15,654,739
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 55,458,151
<NUMBER-OF-SHARES-REDEEMED> 106,247,982
<SHARES-REINVESTED> 2,207,801
<NET-CHANGE-IN-ASSETS> (753,781,193)
<ACCUMULATED-NII-PRIOR> 1,281,312
<ACCUMULATED-GAINS-PRIOR> 151,934,895
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,311,360
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,456,250
<AVERAGE-NET-ASSETS> 2,470,225,495
<PER-SHARE-NAV-BEGIN> 7.73 <F2>
<PER-SHARE-NII> 0.04 <F2>
<PER-SHARE-GAIN-APPREC> (1.21) <F2>
<PER-SHARE-DIVIDEND> 0.05 <F2>
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 6.51 <F2>
<EXPENSE-RATIO> 1.00 <F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF
ALL CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE
DATA). IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
<NUMBER> 2
<NAME> AMERICAN CENTURY EQUITY INCOME FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998 <F1>
<INVESTMENTS-AT-COST> 306,800,211
<INVESTMENTS-AT-VALUE> 285,460,483
<RECEIVABLES> 6,817,014
<ASSETS-OTHER> 188,052
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 292,465,549
<PAYABLE-FOR-SECURITIES> 8,022,454
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,893,368
<TOTAL-LIABILITIES> 9,915,822
<SENIOR-EQUITY> 439,279
<PAID-IN-CAPITAL-COMMON> 268,461,259
<SHARES-COMMON-STOCK> 43,927,858
<SHARES-COMMON-PRIOR> 49,869,282
<ACCUMULATED-NII-CURRENT> 32,005
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 34,956,912
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (21,339,728)
<NET-ASSETS> 282,549,727
<DIVIDEND-INCOME> 5,148,069
<INTEREST-INCOME> 1,592,463
<OTHER-INCOME> 0
<EXPENSES-NET> 1,635,338
<NET-INVESTMENT-INCOME> 5,105,194
<REALIZED-GAINS-CURRENT> 16,312,060
<APPREC-INCREASE-CURRENT> (49,657,162)
<NET-CHANGE-FROM-OPS> (28,239,908)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,358,756
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,879,574
<NUMBER-OF-SHARES-REDEEMED> 19,589,228
<SHARES-REINVESTED> 7,682,200
<NET-CHANGE-IN-ASSETS> (74,142,730)
<ACCUMULATED-NII-PRIOR> 285,567
<ACCUMULATED-GAINS-PRIOR> 18,644,852
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,629,739
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,635,338
<AVERAGE-NET-ASSETS> 325,491,548
<PER-SHARE-NAV-BEGIN> 7.15 <F2>
<PER-SHARE-NII> 0.11 <F2>
<PER-SHARE-GAIN-APPREC> (0.71) <F2>
<PER-SHARE-DIVIDEND> 0.12 <F2>
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 6.43 <F2>
<EXPENSE-RATIO> 1.00 <F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998 <F1>
<INVESTMENTS-AT-COST> 175,998,403
<INVESTMENTS-AT-VALUE> 153,973,482
<RECEIVABLES> 1,095,623
<ASSETS-OTHER> 309,906
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 155,379,011
<PAYABLE-FOR-SECURITIES> 2,391,022
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 592,706
<TOTAL-LIABILITIES> 2,983,728
<SENIOR-EQUITY> 116,433
<PAID-IN-CAPITAL-COMMON> 174,466,915
<SHARES-COMMON-STOCK> 11,643,324
<SHARES-COMMON-PRIOR> 9,352,512
<ACCUMULATED-NII-CURRENT> 1,165,092
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,328,236)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (22,024,921)
<NET-ASSETS> 152,395,283
<DIVIDEND-INCOME> 4,033,635
<INTEREST-INCOME> 200,070
<OTHER-INCOME> 0
<EXPENSES-NET> 861,817
<NET-INVESTMENT-INCOME> 3,371,888
<REALIZED-GAINS-CURRENT> (3,153,908)
<APPREC-INCREASE-CURRENT> (27,849,444)
<NET-CHANGE-FROM-OPS> (27,631,464)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,616,760
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,396,790
<NUMBER-OF-SHARES-REDEEMED> 4,268,789
<SHARES-REINVESTED> 162,811
<NET-CHANGE-IN-ASSETS> 1,677,801
<ACCUMULATED-NII-PRIOR> 409,964
<ACCUMULATED-GAINS-PRIOR> 1,825,672
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 861,249
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 861,817
<AVERAGE-NET-ASSETS> 145,980,801
<PER-SHARE-NAV-BEGIN> 16.12 <F2>
<PER-SHARE-NII> 0.34 <F2>
<PER-SHARE-GAIN-APPREC> (3.12) <F2>
<PER-SHARE-DIVIDEND> 0.25 <F2>
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.09 <F2>
<EXPENSE-RATIO> 1.20 <F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998 <F1>
<INVESTMENTS-AT-COST> 5,242,295
<INVESTMENTS-AT-VALUE> 5,052,375
<RECEIVABLES> 59,204
<ASSETS-OTHER> 73,134
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,184,713
<PAYABLE-FOR-SECURITIES> 377,339
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,832
<TOTAL-LIABILITIES> 382,171
<SENIOR-EQUITY> 11
<PAID-IN-CAPITAL-COMMON> 5,077,331
<SHARES-COMMON-STOCK> 1,065,064
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6,286
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (91,166)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (189,920)
<NET-ASSETS> 4,802,542
<DIVIDEND-INCOME> 9,643
<INTEREST-INCOME> 3,173
<OTHER-INCOME> 0
<EXPENSES-NET> 6,530
<NET-INVESTMENT-INCOME> 6,286
<REALIZED-GAINS-CURRENT> (91,166)
<APPREC-INCREASE-CURRENT> (189,920)
<NET-CHANGE-FROM-OPS> (274,800)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,092,444
<NUMBER-OF-SHARES-REDEEMED> 27,380
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,802,542
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,526
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,530
<AVERAGE-NET-ASSETS> 3,124,074
<PER-SHARE-NAV-BEGIN> 5.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> (0.50)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 4.51
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL
CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA).
IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<SERIES>
<NUMBER> 5
<NAME> AMERICAN CENTURY EQUITY INDEX FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

</TABLE>