AMERICAN CENTURY CAPITAL PORTFOLIOS INC (Form: 485BPOS, Received: 07/30/2001 15:49:42)

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. 21 [X]

and/or

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

File No. 811-7820

Amendment No. 21 [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: August 1, 2001

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

[ ] immediately upon filing pursuant to paragraph (b)
[X] on August 1, 2001 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

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

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Your
AMERICAN CENTURY
prospectus

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

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

[american century logo and text logo (reg. sm)]

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[american century logo and text logo (reg. sm)]

American Century
Investments

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

Dear Investor,

Planning and maintaining your investment portfolio is a big job. However, an
easy-to-understand Prospectus can make your work a lot less daunting. We hope
you'll find this Prospectus easy to understand, and, more importantly, that it
gives you confidence in the investment decisions you have made or are soon to
make.

As you begin to read this Prospectus, take a look at the table of contents to
understand how it is organized. The first four sections take a close-up look at
the funds' investment objectives, strategies and risks.

As you continue to read, the Prospectus will acquaint you with the fund
management team and give you an overview about how to invest and manage your
account. You'll also find important financial information you'll need to make an
informed decision.

Naturally, you may have questions about investing after you read through the
Prospectus. Our Web site, www.americancentury.com, offers information that could
answer many of your questions. Or, an Investor Relations Representative would be
happy to help weekdays, 7 a.m. to 7 p.m., and Saturdays, 9 a.m. to 2 p.m.,
Central time. Give us a call at 1-800-345-2021.

Sincerely,

[signature of Mark Killen]

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 ......................................................... 5
Objectives, Strategies and Risks .......................................... 6
Large Cap Value Fund
Value Fund
Small Cap Value Fund
Equity Income Fund
Management ................................................................ 10
Investing with American Century ........................................... 13
Share Price and Distributions ............................................. 18
Taxes ..................................................................... 19
Multiple Class Information ................................................ 21
Financial Highlights ...................................................... 22

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

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This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

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

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

In selecting stocks for Large Cap Value, Value and Small Cap Value, the fund
managers look for companies whose stock price is less than they believe the
company is worth. The managers attempt to purchase the stocks of these
undervalued companies and hold them until their stock price has increased to, or
is higher than, a level the managers believe more accurately reflects the fair
value of the company. For Equity Income, the fund managers look for securities
of companies with a favorable income-paying history and with the potential for
an 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 6.

Fund Primary Investments
--------------------------------------------------------------------------------
Large Cap Value Equity securities of larger companies
--------------------------------------------------------------------------------
Value Equity securities of small, medium and 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 mutual
funds, it is possible to lose money by investing in the funds.

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

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

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

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

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

* comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

* investing for a short period of time

* not seeking income from an equity investment

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

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

2 American Century Investments 1-800-345-2021

FUND PERFORMANCE HISTORY

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

Annual 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.

[bar chart data below]

Large Cap Value

2000 9.68%

Value
2000 18.27%
1999 -0.80%
1998 4.99%
1997 26.01%
1996 24.25%
1995 32.80%
1994 3.99%

Small Cap Value
2000 39.41%
1999 -0.86%

Equity Income

2000 21.91%
1999 -0.18%
1998 12.97%
1997 28.26%
1996 23.31%
1995 29.63%

1 As of June 30, 2001, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Large Cap Value 9.25%: Value, 7.31% ; Small Cap
Value, 21.97% and Equity Income 5.30%.

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

Highest Lowest
--------------------------------------------------------------------------------
Large Cap Value 8.06% (2Q 2001) -2.17% (2Q 2000)
--------------------------------------------------------------------------------
Value 18.45% (2Q 1999) -11.00% (3Q 1999)
--------------------------------------------------------------------------------
Small Cap Value 16.48% (2Q 2001) -7.88% (3Q 1999)
--------------------------------------------------------------------------------
Equity Income 14.19% (4Q 1998) -6.23% (3Q 1998)

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The performance information on this page is designed to help you see how the
funds' returns can vary. Keep in mind that past performance does not predict how
the funds will perform in the future.

www.americancentury.com American Century Investments 3

Average Annual Total Returns

The following table shows the average annual total returns of the funds'
Investor Class shares for the periods indicated. The S&P 500 is viewed as a
broad measure of U.S. stock performance, while the S&P 500/BARRA Value Index
consists of S&P 500 stocks that have lower price/book ratios and, in general,
share other characteristics associated with value stocks. The Lipper Multicap
Value Index is an index of multicap value funds that have management styles
similar to Value.

Value's benchmark was changed from the S&P 500/BARRA Value Index to the Lipper
Multicap Value Index beginning January 1, 2000. The fund's advisor believes the
latter index better represents the types of value stocks in which the fund
invests.

The S&P SmallCap 600/BARRA Value Index consists of S&P 600 stocks that have
lower price/book ratios. The S&P SmallCap 600 Index consists of 600 domestic
stocks chosen for market size, liquidity and industry group representation.

The Lipper Equity Income Fund Index is a non-weighted index of the 30 largest
equity income mutual funds.

For the calendar year ended December 31, 2000 1 year 5 years Life of Fund(1)
------------------------------------------------------------------------------------------------------
Large Cap Value 9.68% N/A 2.20%
S&P 500/BARRA Value Index 6.08% N/A 5.76%
------------------------------------------------------------------------------------------------------
Value 18.27% 14.04% 14.78%
Lipper Multicap Value Index 9.64% 13.69% 13.57%
S&P 500 Index -9.10% 18.33% 17.60%
S&P 500/BARRA Value Index 6.08% 16.81% 16.01%
------------------------------------------------------------------------------------------------------
Small Cap Value 39.41% N/A 15.90%
S&P SmallCap 600/BARRA Value Index 20.86% N/A 8.41%
------------------------------------------------------------------------------------------------------
Equity Income 21.91% 16.81% 17.64%
Lipper Equity Income Index 7.46% 13.42% 14.69%
S&P 500 Index -9.10% 18.33% 20.11%

1 The inception dates for the funds are Large Cap Value, July 30, 1999; Value,
September 1, 1993; Small Cap Value, July 31, 1998; and Equity Income, August
1, 1994.

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For current performance information, including yields, please call us at
1-800-345-2021 or visit us at www.americancentury.com.

4 American Century Investments 1-800-345-2021

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

Management Distribution and Other Total Annual Fund
Fee Service (12b-1) Fees Expenses(2) Operating Expenses
--------------------------------------------------------------------------------------------------------
Large Cap Value 0.90%(1) None 0.00% 0.90%
--------------------------------------------------------------------------------------------------------
Value 1.00% None 0.00% 1.00%
--------------------------------------------------------------------------------------------------------
Small Cap Value 1.25% None 0.00% 1.25%
--------------------------------------------------------------------------------------------------------
Equity Income 1.00% None 0.00% 1.00%

1 Based on expenses incurred by all classes of the funds during the fund's
most recent fiscal year. The fund has a stepped fee schedule. As a result,
the fund's management fee rate generally decreases as fund assets increase.

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

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
---------------------------------------------------------------------------------
Large Cap Value $92 $286 $497 $1,104
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Value $102 $318 $551 $1,219
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Small Cap Value $127 $395 $683 $1,503
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Equity Income $102 $318 $551 $1,219

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

www.americancentury.com American Century Investments 5

OBJECTIVES, STRATEGIES AND RISKS

LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

The fund managers look for stocks of companies that they believe are undervalued
at the time of purchase. The managers use a value investment strategy that looks
for companies that are temporarily out of favor in the market. The managers
attempt to purchase the stocks of these undervalued companies and hold them
until they have returned to favor in the market and their stock prices have gone
up.

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 companies' stock prices or may be outside the
companies' historical ranges.

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 managers believe it is
prudent, the funds may invest a portion of their assets in convertible debt
securities, equity-equivalent securities, foreign securities, debt securities of
companies, debt obligations of governments and their agencies, NONLEVERAGED
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 contracts and similar derivative securities to help manage
the risk of these types of investments. 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 the funds assume a
defensive position, they will not be pursuing their objective of capital growth.
The funds generally limit their purchase of debt securities to investment-grade
obligations, except for convertible debt securities which may be rated below
investment grade.

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

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NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

6 American Century Investments 1-800-345-2021

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

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

* Value invests in companies of all sizes. Under normal market conditions, the
fund will have at least 65% of its assets invested in U.S. equity securities.
Since the fund invests in companies of all sizes on an ongoing basis, it may
be best characterized as a multi-capitalization value fund that has
historically correlated with mid-cap value indices.

* 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.

WHAT ARE THE PRINCIPAL 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 your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the funds.

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

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.

Because Small Cap Value generally invests in smaller companies than American
Century's similarly managed value funds (such as Value, Large Cap Value and
Equity Income), it may be more volatile, and subject to greater short-term risk,
than those funds. Smaller companies may have limited financial resources,
product lines and markets, and their securities may trade less frequently and in
more limited volumes than the securities of larger companies. In addition,
smaller companies may have less publicly available information and, when
available, it may be inaccurate or incomplete.

Although the fund managers intend to invest the funds' assets primarily in U.S.
stocks, the funds may invest in securities of foreign companies. Foreign
investment involves additional 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.

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When determining the size of a company, the fund managers will consider, among
other factors, the capitalization of the company and the amount of revenues,
as well as other information they obtain about the company.

www.americancentury.com American Century Investments 7

EQUITY INCOME FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers look for securities with a favorable income-paying history
that have prospects for income payments to continue or increase. The fund
managers also look for securities of companies that they believe are undervalued
and have the potential for an increase in price. The fund seeks to receive
dividend payments that provide 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 managers believe it is prudent, the fund may invest
a portion of its assets in convertible debt securities, equity-equivalent
securities, foreign securities, debt securities of companies, debt obligations
of governments and their agencies, NONLEVERAGED 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
contracts and similar derivative securities to help manage the risk of these
types of investments. 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. The
fund generally limits its purchase of debt securities to investment-grade
obligations, except for convertible debt securities which may be rated below
investment grade.

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.

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NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

8 American Century Investments 1-800-345-2021

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

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 generally are 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.

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

www.americancentury.com American Century Investments 9

MANAGEMENT

WHO MANAGES THE FUNDS?

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

THE BOARD OF DIRECTORS

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the funds during the most recent fiscal year,
the advisor received a unified management fee based on a percentage of the
average net assets of the Investor Class shares of each fund. The amount of the
management fee for a fund is calculated daily and paid monthly in arrears.

Out of each fund's fee, the advisor paid all expenses of managing and operating
that fund except brokerage expenses, taxes, interest, fees and expenses of the
independent directors (including legal counsel fees), and extraordinary
expenses. A portion of each fund's 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.

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, 2001
--------------------------------------------------------------------------------
Large Cap Value 0.90%
--------------------------------------------------------------------------------
Value 1.00%
--------------------------------------------------------------------------------
Small Cap Value 1.25%
--------------------------------------------------------------------------------
Equity Income 1.00%

10 American Century Investments 1-800-345-2021

THE FUND MANAGEMENT TEAMS

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

The portfolio managers on the investment teams are identified below.

Large Cap Value

MARK MALLON

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

CHARLES RITTER

Mr. Ritter, Vice President and Senior 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 a Vice
President and Portfolio Manager for the company. He has a bachelor's degree in
mathematics and a master's degree in economics from Carnegie Mellon University.
He also has an MBA from the University of Chicago. He is a CFA charterholder.

Value and Equity Income

PHILLIP N. DAVIDSON

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

SCOTT A. MOORE

Mr. Moore, Vice President and Portfolio Manager, has been a member of the team
that manages Value and 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 CFA
charterholder.

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CODE OF ETHICS

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

www.americancentury.com American Century Investments 11

Small Cap Value

R. TODD VINGERS

Mr. Vingers, Vice President and Senior 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 CFA
charterholder.

BENJAMIN Z. GIELE

Mr. Giele, Vice President and 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. 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 CFA charterholder.

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 shareholder approval. The Board of Directors may change any other
policies and investment strategies.

12 American Century Investments 1-800-345-2021

INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

Most accounts automatically will have access to the services listed below when
the account is opened. If you do not want these services, see Conducting
Business in Writing. If you have questions about the services that apply to your
account type, please call us.

CONDUCTING BUSINESS IN WRITING

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

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

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

Automated Information Line
1-800-345-8765

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

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

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

SELL SHARES
Call a Service Representative.
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ONLINE
www.americancentury.com

[graphic of computer]

OPEN AN ACCOUNT
If you are a current or new investor, you can open an account by completing and
submitting our online application. Current investors also can open an account by
exchanging shares from another American Century account.

EXCHANGE SHARES
Exchange shares from another American Century account.

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

SELL SHARES
Not available.
--------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419200
Kansas City, MO 64141-6200

Fax
816-340-7962

[graphic of envelope]

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

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

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

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

www.americancentury.com American Century Investments 13

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

American Century and its affiliated companies use procedures reasonably designed
to confirm that telephone, electronic and other instructions are genuine. These
procedures include recording telephone calls, requesting personalized security
codes or other information, and sending confirmation of transactions. If we
follow these procedures, we are not responsible for any losses that may occur
due to unauthorized instructions. For transactions conducted over the Internet,
we recommend the use of a secure Internet browser. In addition, you should
verify the accuracy of your confirmation statements immediately after you
receive them.

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.

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

AUTOMATICALLY

[graphic of arrows in circle]

OPEN AN ACCOUNT
Not available.

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

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

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

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

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Please remember, if you request redemptions by wire, $10 will be deducted from
the amount redeemed. Your bank also may charge a fee.

OPEN AN ACCOUNT
Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

* Our bank information
Commerce Bank N.A.
Routing No. 101000019
Account No. Please call for the appropriate account number
* The fund name
* Your American Century account number, if known*
* Your name
* The contribution year (for IRAs only)

*For additional investments only

MAKE ADDITIONAL INVESTMENTS
Follow the "Open an account" wire instructions.

SELL SHARES
You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES
Not available.

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

[graphic of person]

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

4500 Main St. 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 10350 Park Meadows Drive
Mountain View, California Littleton, Colorado
8 a.m. to 5 p.m., Monday - Friday 8:30 a.m. to 5:30 p.m., Monday - Friday

14 American Century Investments 1-800-345-2021

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 $2,500
--------------------------------------------------------------------------------
403(b) $1,000(1)
--------------------------------------------------------------------------------
Qualified Retirement Plans $2,500(2)

1 For each fund you select for your 403(b) plan, American Century will waive
the fund minimum if you make a contribution of at least $50 a month. If your
contribution is less than $50 a month, you may make only one fund choice.

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

REDEMPTIONS

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order. Each time
you make an investment with American Century, there is a seven-day holding
period before you can redeem those shares, unless you provide us with
satisfactory proof that your purchase funds have cleared. This seven-day holding
period begins the day after your transaction is processed. However, investments
by wire require only a one-day holding period.

In addition, we reserve the right to delay delivery of 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 value of the fund's assets if that amount 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 in cash. The fund
managers would select these securities from the fund's portfolio. A payment in
securities can help the fund's remaining shareholders avoid tax liabilities that
they might otherwise have incurred had the fund sold securities prematurely to
pay the entire redemption amount in cash.

We will value these securities 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. Also, if payment is made in securities, you may have to pay
brokerage or other transaction costs to convert the securities to cash.

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 investors.

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

[graphic of finger pointing]

A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

www.americancentury.com American Century Investments 15

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

MODIFYING OR CANCELING AN INVESTMENT

Investment instructions are irrevocable. That means that once you have mailed or
otherwise transmitted your investment instruction, you may not modify or cancel
it. Each fund reserves the right to suspend the offering of shares for a period
of time, and to reject any specific investment (including a purchase by
exchange). Additionally, we may refuse a purchase if, in our judgment, it is of
a size that would disrupt the management of a fund.

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.

16 American Century Investments 1-800-345-2021

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

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

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

Although fund share transactions 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.

The funds have authorized certain financial intermediaries to accept orders on
each fund's behalf. American Century has contracts with these intermediaries
requiring them to track the time investment orders are received and to comply
with procedures relating to the transmission of orders. Orders must be received
by the intermediary on a fund's behalf before the time the net asset value is
determined in order to receive that day's share price. 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.

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[graphic of finger pointing]

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

www.americancentury.com American Century Investments 17

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American Century determines the NAV of each 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 closed (including certain
U.S. holidays), we do not calculate the NAV. A fund share's NAV 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. Trading of securities in foreign markets
may not take place every day the Exchange is open. Also, trading in some foreign
markets and on some electronic trading networks may take place on weekends or
holidays when a fund's NAV is not calculated. So, the value of a fund's
portfolio may be affected on days when you can't purchase or redeem shares of
the fund.

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

DISTRIBUTIONS

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

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

You will participate in fund distributions when they are declared, starting the
next business day after your purchase is effective. For example, if you purchase
shares on a day 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
distributions received with your redemption proceeds.

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

[left margin]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

18 American Century Investments 1-800-345-2021

TAXES

The tax consequences of owning shares of the funds will vary depending on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from distributions by the funds of dividend and interest income they have
received or capital gains they have generated through their investment
activities. Tax consequences also may result when investors sell fund shares
after the net asset value of the fund shares 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 a tax-deferred account,
please consult your plan administrator, your summary plan description or a tax
advisor.

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

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

Type of Distribution Tax Rate for 10% and 15% Brackets All Other Brackets
----------------------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
----------------------------------------------------------------------------------------------
Long-term capital gains (1-5 years) 10% 20%
----------------------------------------------------------------------------------------------
Long-term capital gains (5 years) 8% 20%(1)

(1) The reduced rate for these gains will not begin until 2006 because the
security holding period must start after December 31, 2000. Once the
security has been held for more than 5 years, the rate will be 18%.

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

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

[left margin]

[graphic of finger pointing]

BUYING A DIVIDEND

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

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

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

www.americancentury.com American Century Investments 19

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 loss realized upon the
sale or exchange 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 those shares. If a loss is realized on the
redemption of fund shares, the reinvestment in additional fund shares within 30
days before or after the redemption may be subject to the wash sale rules of the
Internal Revenue Code. This may result in a postponement of the recognition of
such loss for federal income tax purposes.

If you have not certified to us that your Social Security number or tax
identification number is correct and that you are not subject to withholding, we
are required to withhold and pay to the IRS the applicable federal withholding
tax rate on dividends, capital gains distributions and redemption proceeds.

20 American Century Investments 1-800-345-2021

MULTIPLE CLASS INFORMATION

American Century offers four classes of the funds: Investor Class, Institutional
Class, Advisor Class and C 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 through
employer-sponsored retirement plans or through institutions like banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements from 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 Advisor, Institutional or C Class shares, call
us at 1-800-345-3533. You also can contact a sales representative or financial
intermediary who offers those classes of shares.

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

www.americancentury.com American Century Investments 21

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages itemize what contributed to the changes in
share price during the most recently ended fiscal year. They also show the
changes in share price for this period in comparison to changes over the last
five fiscal years.

On a per-share basis, each 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 investors

* share price at the end of the period

Each 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 -- the operating expenses of the fund as a percentage of
average net assets

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

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

The Financial Highlights have been audited by Deloitte & Touche LLP, independent
auditors. Their Independent Auditors' Report and the financial statements are
included in the funds' Annual Report, which is available upon request.

22 American Century Investments 1-800-345-2021

LARGE CAP VALUE FUND
Investor Class

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

Per-Share Data

2001 2000(1)
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $4.59 $5.00
-----------------------------
Income From Investment Operations
Net Investment Income(2) 0.08 0.05
Net Realized and Unrealized Gain (Loss) on Investment Transactions 0.48 (0.41)
-----------------------------
Total From Investment Operations 0.56 (0.36)
-----------------------------
Distributions
From Net Investment Income (0.07) (0.05)
-----------------------------
Net Asset Value, End of Period $5.08 $4.59
=============================
Total Return(3) 12.38% (7.22)%
Ratios/Supplemental Data
2001 2000(1)
----------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.90% 0.90%(4)
Ratio of Net Investment Income to Average Net Assets 1.62% 1.72%(4)
Portfolio Turnover Rate 55% 51%
Net Assets, End of Period (in thousands) $19,348 $12,671

(1) July 30, 1999 (inception) through March 31, 2000.

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

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

(4) Annualized.

www.americancentury.com American Century Investments 23

VALUE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
2001 2000 1999 1998 1997
------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.35 $5.77 $7.73 $6.58 $6.32
-----------------------------------------------------------------
Income From Investment Operations
Net Investment Income(1) 0.10 0.09 0.08 0.10 0.12
Net Realized and Unrealized Gain (Loss) on
Investment Transactions 0.92 (0.01) (0.80) 2.35 0.87
----------------------------------------------------------------
Total From Investment Operations 1.02 0.08 (0.72) 2.45 0.99
----------------------------------------------------------------
Distributions
From Net Investment Income (0.10) (0.09) (0.09) (0.10) (0.12)
In Excess of Net Investment Income .-- .-- .-- .-- .--(2)
From Net Realized Gains on Investment Transactions .-- .-- (1.15) (1.20) (0.61)
In Excess of Net Realized Gains
on Investment Transactions .-- (0.41) .-- .-- .--
----------------------------------------------------------------
Total Distributions (0.10) (0.50) (1.24) (1.30) (0.73)
----------------------------------------------------------------
Net Asset Value, End of Period $6.27 $5.35 $5.77 $7.73 $6.58
================================================================
Total Return(3) 19.20% 1.42% (9.88)% 39.94% 15.92%
Ratios/Supplemental Data
2001 2000 1999 1998 1997
----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
Ratio of Net Investment Income to Average Net Assets 1.71% 1.48% 1.19% 1.38% 1.86%
Portfolio Turnover Rate 150% 115% 130% 130% 111%
Net Assets, End of Period (in thousands) $1,532,113 $1,388,646 $1,719,367 $2,713,562 $1,743,582

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

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

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

24 American Century Investments 1-800-345-2021

SMALL CAP VALUE FUND
Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

2001 2000 1999(1)
-----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.04 $4.73 $5.00
-------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.07 0.05 0.03
Net Realized and Unrealized Gain (Loss) on Investment Transactions 1.74 0.60 (0.24)
-------------------------------------------
Total From Investment Operations 1.81 0.65 (0.21)
-------------------------------------------
Distributions
From Net Investment Income (0.05) (0.06) (0.02)
From Net Realized Gains on Investment Transactions (0.20) (0.17) (0.02)
In Excess of Net Realized Gains on Investment Transactions .-- (0.11) (0.02)
-------------------------------------------
Total Distributions (0.25) (0.34) (0.06)
-------------------------------------------
Net Asset Value, End of Period $6.60 $5.04 $4.73
===========================================
Total Return(3) 36.51% 14.37% (4.24)%
Ratios/Supplemental Data
2001 2000 1999(1)
----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.25% 1.25% 1.25%(4)
Ratio of Net Investment Income to Average Net Assets 1.10% 1.04% 1.02%(4)
Portfolio Turnover Rate 144% 178% 153%
Net Assets, End of Period (in thousands) $225,517 $17,690 $11,410

(1) July 31, 1998 (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 returns for periods less than one year are not annualized.

(4) Annualized.

www.americancentury.com American Century Investments 25

EQUITY INCOME FUND
Investor Class

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

Per-Share Data

2001 2000 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.50 $5.95 $7.15 $6.31 $6.10
----------------------------------------------------------------
Income From Investment Operations
Net Investment Income(1) 0.18 0.21 0.22 0.25 0.22
Net Realized and Unrealized Gain (Loss) on
Investment Transactions 0.96 0.03 (0.23) 1.99 0.75
----------------------------------------------------------------
Total From Investment Operations 1.14 0.24 (0.01) 2.24 0.97
----------------------------------------------------------------
Distributions
From Net Investment Income (0.17) (0.21) (0.23) (0.24) (0.21)
In Excess of Net Investment Income .-- .-- .-- .-- .--(2)
From Net Realized Gains on Investment Transactions .-- (0.02) (0.96) (1.16) (0.55)
In Excess of Net Realized Gains
on Investment Transactions .-- (0.46) .-- .-- .--
----------------------------------------------------------------
Total Distributions (0.17) (0.69) (1.19) (1.40) (0.76)
----------------------------------------------------------------
Net Asset Value, End of Period $6.47 $5.50 $5.95 $7.15 $6.31
================================================================
Total Return(3) 20.85% 3.88% (0.44)% 37.78% 16.24%
Ratios/Supplemental Data
2001 2000 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
Ratio of Net Investment Income to Average Net Assets 3.02% 3.41% 3.31% 3.52% 3.46%
Portfolio Turnover Rate 169% 141% 180% 158% 159%

Net Assets, End of Period (in thousands) $467,425 $282,692 $296,585 $355,962 $199,388

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

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

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

26 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 27

NOTES

28 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 29

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

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

Statement of Additional Information (SAI)

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

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

You also can get information about the funds (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for
location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

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

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

0108
SH-PRS-25811

[front cover]

Your
AMERICAN CENTURY
prospectus

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

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

[american century logo and text logo (reg. sm)]

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

Dear Investor,

As you begin to read this Prospectus, take a look at the table of contents to
understand how it is organized. The first four sections take a close-up look at
the funds - the funds' investment objectives, strategies and risks.

Naturally, you may have questions about investing after you read through the
Prospectus. Please contact your investment professional with questions or for
more information about our funds.

Sincerely,

[signature of W. Gordon Snyder]

W. Gordon Snyder
President, Chief Marketing Officer
American Century Investment Services, Inc.

TABLE OF CONTENTS

An Overview of the Funds .................................................. 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 5
Objectives, Strategies and Risks .......................................... 6
Large Cap Value Fund
Value Fund
Small Cap Value Fund
Equity Income Fund
Management ................................................................ 10
Investing with American Century ........................................... 13
Share Price and Distributions ............................................. 16
Taxes ..................................................................... 17
Multiple Class Information ................................................ 19
Financial Highlights ...................................................... 20
Performance Information of Other Class .................................... 25

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

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This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

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

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

The chart below shows the primary differences among the funds. A more detailed
description of the funds' investment strategies and risks begins on page 6.

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

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

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

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

* comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

* investing for a short period of time

* not seeking income from an equity investment

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

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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.

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FUND PERFORMANCE HISTORY

VALUE FUND
SMALL CAP VALUE
EQUITY INCOME FUND

Annual 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 funds. It indicates the
volatility of the funds' historical returns from year to year. Large Cap Value
is not included because it does not yet have a full calendar year of
performance.

[bar chart data below]

Value
2000 18.01%
1999 -0.87%
1998 4.55%
1997 25.73%

Small Cap Value
2000 39.08%

Equity Income

2000 21.61%
1999 -0.28%
1998 12.29%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Value, 7.16%; Small Cap Value, 21.80% and Equity
Income, 5.15%.

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

Highest Lowest
--------------------------------------------------------------------------------
Value 18.20% (2Q 1999) -10.93% (3Q 1999)
--------------------------------------------------------------------------------
Small Cap Value 16.41% (2Q 2001) 3.98% (2Q 2000)
--------------------------------------------------------------------------------
Equity Income 13.95% (4Q 1998) -6.25% (3Q 1998)

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The performance information on this page is designed to help you see how the
funds' returns can vary. Keep in mind that past performance does not predict how
the funds will perform in the future.

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Average Annual Total Returns

The following table shows the average annual total returns of the funds' Advisor
Class shares for the periods indicated. The S&P 500 is viewed as a broad measure
of U.S. stock performance, while the S&P 500/BARRA Value Index consists of S&P
500 stocks that have lower price/book ratios and, in general, share other
characteristics associated with value stocks. The Lipper Multicap Value Index is
an index of multicap value funds that have management styles similar to Value.

The Lipper Equity Income Fund Index is a non-weighted index of the 30 largest
equity income mutual funds. Large Cap Value is not included because it does not
yet have a full calendar year of performance.

For the calendar year ended December 31, 2000 1 year Life of Fund(1)
--------------------------------------------------------------------------------
Value 18.01% 12.65%
Lipper Multicap Value Index 9.64% 13.32%
S&P 500 Index -9.10% 18.32%
S&P 500/BARRA Value Index 6.08% 17.03%
--------------------------------------------------------------------------------
Small Cap Value 39.08% 39.08%
S&P Small Cap 600/Barra Value Index 20.86% 20.86%
--------------------------------------------------------------------------------
Equity Income 21.61% 14.72%
Lipper Equity Income Index 7.46% 11.22%
S&P 500 Index -9.10% 15.68%

(1) The inception dates for the funds are Value, October 2, 1996; Small Cap
Value, December 31, 1999; and Equity Income, March 7, 1997.

Performance Information of Other Class

The funds' original class of shares was the Investor Class. For information
about the historical performance of the original class of shares, see page 25.

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For current performance information, including yields, please call us at
1-800-345-3533 or visit us at www.americancentury.com.

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FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

Management Distribution and Other Total Annual Fund
Fee Service (12b-1) Fees(2) Expenses Operating Expenses
----------------------------------------------------------------------------------------------------------
Large Cap Value 0.65%(1) 0.50% 0.00%(3) 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%

(1) Based on expenses incurred by all classes of the fund during the fund's most
recent fiscal year. The fund has a stepped fee schedule. As a result, the
fund's management fee rate generally decreases as fund assets increase.

(2) The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the advisor, and a portion is used to
compensate them for distribution and other shareholder services. For more
information, see Service and Distribution Fees, page 19.

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

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
------------------------------------------------------------------------------
Large Cap Value $117 $364 $630 $1,390
------------------------------------------------------------------------------
Value $127 $395 $683 $1,503
------------------------------------------------------------------------------
Small Cap Value $152 $472 $814 $1778
------------------------------------------------------------------------------
Equity Income $127 $395 $683 $1,503

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When purchasing through a financial intermediary you may be charged a fee.

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

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OBJECTIVES, STRATEGIES AND RISKS

LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE FUND

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

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NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

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WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the funds.

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When determining the size of a company, the fund managers will consider, among
other factors, the capitalization of the company and the amount of revenues, as
well as other information they obtain about the company.

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EQUITY INCOME FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

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NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

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WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

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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 each fund. The amount of the management fee for the
Advisor Class is calculated daily and paid monthly in arrears, taking into
account the average net assets of all classes of a fund.

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, 2001
--------------------------------------------------------------------------------
Large Cap Value 0.65%
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Value 0.75%
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Small Cap Value 1.00%
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Equity Income 0.75%

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THE FUND MANAGEMENT TEAMS

The portfolio managers on the investment teams are identified below.

Large Cap Value

MARK MALLON

CHARLES RITTER

Value and Equity Income

PHILLIP N. DAVIDSON

SCOTT A. MOORE

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CODE OF ETHICS

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Small Cap Value

R. TODD VINGERS

BENJAMIN Z. GIELE

FUNDAMENTAL INVESTMENT POLICIES

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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 INITIAL INVESTMENT AMOUNTS

(1) For each fund you select for your 403(b) plan, American Century will waive
the fund minimum if you make a contribution of at least $50 a month. If your
contribution is less than $50 a month, you may make only one fund choice.

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

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

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

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MODIFYING OR CANCELING AN INVESTMENT

ABUSIVE TRADING PRACTICES

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

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

REDEMPTIONS

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order. Each time
you make an investment with American Century, there is a seven-day holding
period before you can redeem those shares, unless you provide us with
satisfactory proof that your purchase funds have cleared. This seven-day holding
period begins the day after your investment is processed. However, investments
by wire require only a one-day holding period.

In addition, we reserve the right to delay delivery of redemption proceeds--up
to seven days--or to honor certain redemptions with securities, rather than
cash, as described in the next section.

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A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

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SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

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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

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CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

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TAXES

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

Type of Distribution Tax Rate for 10% and 15% Brackets All Other Brackets
-----------------------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
-----------------------------------------------------------------------------------------------
Long-term capital gains (1-5 years) 10% 20%
-----------------------------------------------------------------------------------------------
Long-term capital gains (5 years) 8% 20%(1)

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

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BUYING A DIVIDEND

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.

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Taxes on Transactions

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MULTIPLE CLASS INFORMATION

American Century offers four classes of the funds: Investor Class, Institutional
Class, Advisor Class and C Class. The shares offered by this Prospectus are
Advisor Class shares and are offered primarily through employer-sponsored
retirement plans, or through institutions like banks, broker-dealers and
insurance companies.

The other classes have different fees, expenses and/or minimum investment
requirements from the Advisor 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

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

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

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

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

Service and Distribution Fees

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

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FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, each 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 investors

* share price at the end of the period

Each 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 -- the operating expenses of the fund as a percentage of
average net assets

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

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

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LARGE CAP VALUE FUND

Advisor Class

For a Share Outstanding Throughout the Period Indicated

Per-Share Data

2001(1)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $4.69
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Income From Investment Operations
Net Investment Income(2) 0.03
Net Realized and Unrealized Gain on Investment Transactions 0.39
------------
Total From Investment Operations 0.42
------------
Distributions
From Net Investment Income (0.03)
------------
Net Asset Value, End of Period $5.08
============
Total Return(3) 8.94%
Ratios/Supplemental Data
2001(1)
--------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.15%(4)
Ratio of Net Investment Income to Average Net Assets 1.53%(4)
Portfolio Turnover Rate 55%(5)
Net Assets, End of Period (in thousands) $121

(1) October 16, 2000 (commencement of sale) through March 31, 2001.

(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.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2001.

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VALUE FUND
Advisor Class

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

Per-Share Data
2001 2000 1999 1998 1997(1)
-----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.36 $5.77 $7.73 $6.58 $6.71
-----------------------------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.08 0.07 0.06 0.08 0.05
Net Realized and Unrealized Gain (Loss) on
Investment Transactions 0.92 0.01 (0.80) 2.35 0.48
-----------------------------------------------------------------
Total From Investment Operations 1.00 0.08 (0.74) 2.43 0.53
-----------------------------------------------------------------
Distributions
From Net Investment Income (0.09) (0.08) (0.07) (0.08) (0.05)
In Excess of Net Investment Income .-- .-- .-- .-- .--(3)
From Net Realized Gains on Investment Transactions .-- .-- (1.15) (1.20) (0.61)
In Excess of Net Realized Gains
on Investment Transactions .-- (0.41) .-- .-- .--
-----------------------------------------------------------------
Total Distributions (0.09) (0.49) (1.22) (1.28) (0.66)
-----------------------------------------------------------------
Net Asset Value, End of Period $6.27 $5.36 $5.77 $7.73 $6.58
================================================================
Total Return(4) 18.72% 1.36% (10.09)% 39.60% 8.07%
Ratios/Supplemental Data
2001 2000 1999 1998 1997(1)
----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.25% 1.25% 1.25% 1.25% 1.25%(5)
Ratio of Net Investment Income to Average Net Assets 1.46% 1.23% 0.94% 1.13% 1.50%(5)
Portfolio Turnover Rate 150% 115% 130% 130% 111%(6)
Net Assets, End of Period (in thousands) $102,357 $61,323 $54,277 $56,118 $29,250

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

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

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

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the
year ended March 31, 1997.

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SMALL CAP VALUE FUND
Advisor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data
2001 2000(1)
--------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.04 $4.73
-----------------------------
Income From Investment Operations
Net Investment Income(2) 0.05 0.03
Net Realized and Unrealized Gain on Investment Transactions 1.75 0.29
-----------------------------
Total From Investment Operations 1.80 0.32
-----------------------------
Distributions
From Net Investment Income (0.04) (0.01)
From Net Realized Gains on Investment Transactions (0.20) .--
-----------------------------
Total Distributions (0.24) (0.01)
-----------------------------
Net Asset Value, End of Period $6.60 $5.04
=============================
Total Return(3) 36.18% 6.86%
Ratios/Supplemental Data
2001 2000(1)
--------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.50% 1.50%(4)
Ratio of Net Investment Income to Average Net Assets 0.85% 2.21%(4)
Portfolio Turnover Rate 144% 178%(5)
Net Assets, End of Period (in thousands) $20,600 $91

(1) December 31, 1999 (commencement of sale) through March 31, 2000.

(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.

(5) Portfolio turnover is calculated at the fund level.
Percentage indicated was calculated for the year ended March 31, 2000.

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EQUITY INCOME FUND

Advisor Class

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

Per-Share Data

2001 2000 1999 1998 1997(1)
-----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.50 $5.95 $7.16 $6.31 $6.57
------------------------------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.17 0.20 0.21 0.23 0.02
Net Realized and Unrealized Gain (Loss) on
Investment Transactions 0.96 0.02 (0.24) 2.00 (0.21)
------------------------------------------------------------------
Total From Investment Operations 1.13 0.22 (0.03) 2.23 (0.19)
------------------------------------------------------------------
Distributions
From Net Investment Income (0.16) (0.19) (0.22) (0.22) (0.07)
In Excess of Net Investment Income .-- .-- .-- .-- .--(3)
From Net Realized Gains on Investment Transactions .-- (0.02) (0.96) (1.16) .--
In Excess of Net Realized Gains
on Investment Transactions .-- (0.46) .-- .-- .--
------------------------------------------------------------------
Total Distributions (0.16) (0.67) (1.18) (1.38) (0.07)
------------------------------------------------------------------
Net Asset Value, End of Period $6.47 $5.50 $5.95 $7.16 $6.31
==================================================================
Total Return(4) 20.55% 3.61% (0.75)% 37.71% (2.89)%
Ratios/Supplemental Data
2001 2000 1999 1998 1997(1)
-----------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.25% 1.25% 1.25% 1.25% 1.25%(5)

Ratio of Net Investment Income to Average Net Assets. 2.77% 3.16% 3.06% 3.27% 1.64%(5)
Portfolio Turnover Rate 169% 141% 180% 158% 159%(6)
Net Assets, End of Period (in thousands) $27,887 $20,281 $12,251 $731 $18

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

2 Computed using average shares outstanding throughout the period.

3 Per-share amount was less than $0.005.

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

5 Annualized.

6 Portfolio turnover is calculated at the fund level.
Percentage indicated was calculated for the year ended March 31, 1997.

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PERFORMANCE INFORMATION OF OTHER CLASS

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

The tables on the next few pages itemize what contributed to the changes in the
Investor Class share price during the most recently ended fiscal year. 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, each 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 investors

* share price at the end of the period

Each 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 -- the operating expenses of the fund as a percentage of
average net assets

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

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

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LARGE CAP VALUE FUND

Investor Class

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

Per-Share Data

(1) July 30, 1999 (inception) through March 31, 2000.

(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.

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VALUE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31

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

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

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

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SMALL CAP VALUE FUND
Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

(1) July 31, 1998 (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 returns for periods less than one year are not annualized.

(4) Annualized.

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EQUITY INCOME FUND
Investor Class

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

Per-Share Data

Net Assets, End of Period (in thousands) $467,425 $282,692 $296,585 $355,962 $199,388

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

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

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

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MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the funds (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for
location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

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

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

0108
SH-PRS-25812

[front cover]

Your
AMERICAN CENTURY
prospectus

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

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

[american century logo and text logo (reg. sm)]

[inside front cover]

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

Dear Investor,

Naturally, you may have questions about investing after you read through the
Prospectus. Please contact your investment professional with questions or for
more information about our funds.

Sincerely,

[signature of W. Gordon Snyder]

W. Gordon Snyder
President, Chief Marketing Officer
American Century Investment Services, Inc.

TABLE OF CONTENTS

An Overview of the Funds .................................................. 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 5
Objectives, Strategies and Risks .......................................... 6
Large Cap Value Fund
Value Fund
Small Cap Value Fund
Equity Income Fund
Management ................................................................ 10
Investing with American Century ........................................... 13
Share Price and Distributions ............................................. 17
Taxes ..................................................................... 18
Multiple Class Information ................................................ 20
Financial Highlights ...................................................... 21
Performance Information of Other Class .................................... 25

[left margin]

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

[graphic of finger pointing]

This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

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

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

The chart below shows the primary differences among the funds. A more detailed
description of the funds' investment strategies and risks begins on page 6.

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

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

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

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

* comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

* investing for a short period of time

* not seeking income from an equity investment

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

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

2 American Century Investments 1-800-345-3533

FUND PERFORMANCE HISTORY

VALUE FUND

SMALL CAP VALUE

EQUITY INCOME FUND

Annual Total Returns(1)

The following bar chart shows the performance of the funds' Institutional 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
is not included because it does not yet have a full calendar year of
performance.

[bar chart data below]

Value
2000 18.31%
1999 -0.40%
1998 5.18%

Small Cap Value
2000 39.69%
1999 -0.83%

Equity Income
2000 22.14%
1999 0.03%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the funds'
year-to-date returns were: Value, 7.42%; Small Cap Value, 22.11%; and Equity
Income, 5.41%.

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

Highest Lowest
--------------------------------------------------------------------------------
Value 18.31% (2Q 1999) -10.95% (3Q 1999)
--------------------------------------------------------------------------------
Small Cap Value 16.37% (2Q 2001) -7.88% (3Q 1999)
--------------------------------------------------------------------------------
Equity Income 13.44% (2Q 1999) -5.92% (3Q 1999)

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The performance information on this page is designed to help you see how the
funds' returns can vary. Keep in mind that past performance does not predict how
the funds will perform in the future.

www.americancentury.com American Century Investments 3

Average Annual Total Returns

The following table shows the average annual total returns of the funds'
Institutional Class shares for the periods indicated. The S&P 500 is viewed as a
broad measure of U.S. stock performance, while the S&P 500/BARRA Value Index
consists of S&P 500 stocks that have lower price/book ratios and, in general,
share other characteristics associated with value stocks. The Lipper Multicap
Value Index is an index of multicap value funds that have management styles
similar to Value.

For the calendar year ended December 31, 2000 1 year Life of Fund(1)
--------------------------------------------------------------------------------
Value 18.31% 8.05%
Lipper Multicap Value Index 9.64% 7.19%
S&P 500 Index -9.10% 11.46%
S&P 500/BARRA Value Index 6.08% 10.73%
--------------------------------------------------------------------------------
Small Cap Value 39.69% 19.91%
S&P SmallCap 600/BARRA Value Index 20.86% 14.83%
--------------------------------------------------------------------------------
Equity Income 22.14% 11.24%
Lipper Equity Income Index 7.46% 5.02%
S&P 500 Index -9.10% 6.75%

(1) The inception dates for the funds are Value, July 31, 1997; Small Cap Value,
October 26, 1998; and Equity Income, July 8, 1998.

Performance Information of Other Class

The funds' original class of shares was the Investor Class. For information
about the historical performance of the original class of shares, see page 25.

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[graphic of finger pointing]

For current performance information, including yields, please call us at
1-800-345-3533 or visit us at www.americancentury.com.

4 American Century Investments 1-800-345-3533

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

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

(1) Based on expenses incurred by all classes of the fund during the fund's
most recent fiscal year. The fund has a stepped fee schedule. As a result, the
fund's management fee rate generally decreases as fund assets increase.

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

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-----------------------------------------------------------------------------------
Large Cap Value $71 $224 $389 $868
-----------------------------------------------------------------------------------
Value $82 $255 $443 $987
-----------------------------------------------------------------------------------
Small Cap Value $107 $333 $577 $1,277
-----------------------------------------------------------------------------------
Equity Income $82 $255 $443 $987

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When purchasing through a financial intermediary you may be charged a fee.

[graphic of finger pointing]

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

www.americancentury.com American Century Investments 5

OBJECTIVES, STRATEGIES AND RISKS

LARGE CAP VALUE FUND

VALUE FUND

SMALL CAP VALUE FUND

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

[left margin]

NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

6 American Century Investments 1-800-345-3533

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the funds.

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www.americancentury.com American Century Investments 7

EQUITY INCOME FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

[left margin]

NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

8 American Century Investments 1-800-345-3533

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

www.americancentury.com American Century Investments 9

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 shares of each fund. The amount of
the management fee for a fund is calculated daily and paid monthly in arrears.

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, 2001
--------------------------------------------------------------------------------
Large Cap Value N/A(1)
--------------------------------------------------------------------------------
Value 0.80%
--------------------------------------------------------------------------------
Small Cap Value 1.05%
--------------------------------------------------------------------------------
Equity Income 0.80%

(1) The Institutional Class of the fund had no assets during the fiscal year
ended March 31, 2001, and paid no fees to the advisor. The fund 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.

10 American Century Investments 1-800-345-3533

THE FUND MANAGEMENT TEAMS

The portfolio managers on the investment teams are identified below.

Large Cap Value

MARK MALLON

CHARLES RITTER

Value and Equity Income

PHILLIP N. DAVIDSON

SCOTT A. MOORE

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CODE OF ETHICS

www.americancentury.com American Century Investments 11

Small Cap Value

R. TODD VINGERS

BENJAMIN Z. GIELE

FUNDAMENTAL INVESTMENT POLICIES

12 American Century Investments 1-800-345-3533

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

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

MINIMUM INITIAL INVESTMENT AMOUNTS

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

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

www.americancentury.com American Century Investments 13

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------
BY TELEPHONE

Service Representative
1-800-345-3533

[graphic of telephone]

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

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

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

SELL SHARES
Call a Service Representative.

--------------------------------------------------------------------------------
BY MAIL OR FAX
P.O. Box 419385
Kansas City, MO 64141-6385

Fax
816-340-4655

[graphic of envelope]

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

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

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

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

[graphic of arrows in circle]

OPEN AN ACCOUNT
Not available.

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

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

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

--------------------------------------------------------------------------------
BY WIRE
Please remember, if you request redemptions by wire, $10 will be deducted from
the amount redeemed. Your bank also may charge a fee.

[graphic of wire machine]

OPEN AN ACCOUNT

Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

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

*For additional investments only

MAKE ADDITIONAL INVESTMENTS
Follow the "Open an account" wire instructions.

SELL SHARES
You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES
Not available.

14 American Century Investments 1-800-345-3533

REDEMPTIONS

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order. Each time
you make an investment with American Century, there is a seven-day holding
period before you can redeem those shares, unless you provide us with
satisfactory proof that your purchase funds have cleared. This seven-day holding
period begins the day after your investment is processed. However, investments
by wire require only a one-day holding period.

In addition, we reserve the right to delay delivery of 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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

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

MODIFYING OR CANCELING AN INVESTMENT

ABUSIVE TRADING PRACTICES

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

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

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A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

www.americancentury.com American Century Investments 15

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

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

16 American Century Investments 1-800-345-3533

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]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

www.americancentury.com American Century Investments 17

TAXES

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

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

[left margin]

BUYING A DIVIDEND

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.

18 American Century Investments 1-800-345-3533

Taxes on Transactions

www.americancentury.com American Century Investments 19

MULTIPLE CLASS INFORMATION

American Century offers four classes of the funds: Investor Class, Institutional
Class, Advisor and C Class. The shares offered by this Prospectus are
Institutional Class shares and are offered primarily through employer-sponsored
retirement plans, or through institutions like banks, broker-dealers and
insurance companies.

The other classes have different fees, expenses and/or minimum investment
requirements from the Institutional 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

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

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

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

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

20 American Century Investments 1-800-345-3533

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, each 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 investors

* share price at the end of the period

Each 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 -- the operating expenses of the fund as a percentage of
average net assets

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

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

www.americancentury.com American Century Investments 21

VALUE FUND

Institutional Class

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

Per-Share Data

2001 2000 1999 1998(1)
----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.36 $5.78 $7.73 $7.84
---------------------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.11 0.10 0.10 0.15
Net Realized and Unrealized Gain (Loss)
on Investment Transactions 0.91 (0.01) (0.80) 1.02
---------------------------------------------------------
Total From Investment Operations 1.02 0.09 (0.70) 1.17
---------------------------------------------------------
Distributions
From Net Investment Income (0.11) (0.10) (0.10) (0.08)
From Net Realized Gains on Investment Transactions .-- .-- (1.15) (1.20)
In Excess of Net Realized Gains
on Investment Transactions .-- (0.41) .-- .--
---------------------------------------------------------
Total Distributions (0.11) (0.51) (1.25) (1.28)
---------------------------------------------------------
Net Asset Value, End of Period $6.27 $5.36 $5.78 $7.73
=========================================================
Total Return(3) 19.24% 1.65% (9.52)% 17.14%
Ratios/Supplemental Data
2001 2000 1999 1998(1)
---------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.80% 0.80% 0.80% 0.80%(4)
Ratio of Net Investment Income to Average Net Assets 1.91% 1.68% 1.39% 2.97%(4)
Portfolio Turnover Rate 150% 115% 130% 130%(5)
Net Assets, End of Period (in thousands) $186,987 $95,202 $36,318 $5,944

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

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

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

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level.
Percentage indicated was calculated for the year ended March 31, 1998.

22 American Century Investments 1-800-345-3533

SMALL CAP VALUE FUND

Institutional Class

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

Per-Share Data

2001 2000 1999(1)
--------------------------------------------------------------------------------------------------------------------

Net Asset Value, Beginning of Period $5.04 $4.74 $4.83
-------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.07 0.07 0.03
Net Realized and Unrealized Gain (Loss) on Investment Transactions 1.76 0.58 (0.06)
-------------------------------------------
Total From Investment Operations 1.83 0.65 (0.03)
-------------------------------------------
Distributions
From Net Investment Income (0.06) (0.07) (0.02)
From Net Realized Gains on Investment Transactions (0.20) (0.17) (0.04)
In Excess of Net Realized Gains on Investment Transactions .-- (0.11) .--
-------------------------------------------
Total Distributions (0.26) (0.35) (0.06)
-------------------------------------------
Net Asset Value, End of Period $6.61 $5.04 $4.74
===========================================
Total Return(3) 36.99% 14.39% (0.60)%
Ratios/Supplemental Data

2001 2000 1999(1)
-------------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.05% 1.05% 1.05%(4)
Ratio of Net Investment Income to Average Net Assets 1.30% 1.24% 1.22%(4)
Portfolio Turnover Rate 144% 178% 153%(5)
Net Assets, End of Period (in thousands) $8,593 $2,359 $986

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

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

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

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level.
Percentage indicated was calculated for the year ended March 31, 1999.

www.americancentury.com American Century Investments 23

EQUITY INCOME FUND
Institutional Class

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

Per-Share Data
2001 2000 1999(1)
------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.50 $5.95 $6.96
-------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.20 0.22 0.07
Net Realized and Unrealized Gain on Investment Transactions 0.95 0.03 0.06
-------------------------------------------
Total From Investment Operations 1.15 0.25 0.13
-------------------------------------------
Distributions
From Net Investment Income (0.18) (0.22) (0.18)
From Net Realized Gains on Investment Transactions .-- (0.02) (0.96)
In Excess of Net Realized Gains on Investment Transactions .-- (0.46) .--
-------------------------------------------
Total Distributions (0.18) (0.70) (1.14)
-------------------------------------------
Net Asset Value, End of Period $6.47 $5.50 $5.95
===========================================
Total Return(3) 21.26% 4.09% 1.60%
Ratios/Supplemental Data
2001 2000 1999(1)
------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.80% 0.80% 0.80%(4)
Ratio of Net Investment Income to Average Net Assets 3.22% 3.61% 1.61%(4)
Portfolio Turnover Rate 169% 141% 180%(5)
Net Assets, End of Period (in thousands) $19,130 $13,716 $2,654

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

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

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

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level.
Percentage indicated was calculated for the year ended March 31, 1999.

24 American Century Investments 1-800-345-3533

PERFORMANCE INFORMATION OF OTHER CLASS

The following financial information is provided to show the performance of the
fund's original class of shares. This class, the Investor Class, has a total
expense ratio that is 0.20% higher than the Institutional Class. The
Institutional Class is 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 this class a lower unified management fee.
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 Investor
Class 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, 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 investors

* 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 of the fund as a percentage of average
net assets

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

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

www.americancentury.com American Century Investments 25

LARGE CAP VALUE FUND
Investor Class

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

Per-Share Data

(1) July 30, 1999 (inception) through March 31, 2000.

(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.

26 American Century Investments 1-800-345-3533

VALUE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31

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

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

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

www.americancentury.com American Century Investments 27

SMALL CAP VALUE FUND
Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

(1) July 31, 1998 (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 returns for periods less than one year are not annualized.

(4) Annualized.

28 American Century Investments 1-800-345-3533

EQUITY INCOME FUND
Investor Class

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

Per-Share Data

Net Assets, End of Period (in thousands) $467,425 $282,692 $296,585 $355,962 $199,388

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

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

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

www.americancentury.com American Century Investments 29

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the funds (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for
location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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

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

0108
SH-PRS-25813

[front cover]

Your
AMERICAN CENTURY
prospectus

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

AUGUST 1, 2001
C 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.

American Century Investment Services, Inc.

[american century logo and text logo (reg. sm)]

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[american century logo and text logo (reg. sm)]

American Century
Investments

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

Dear Investor,

Naturally, you may have questions about investing after you read through the
Prospectus. Please contact your investment professional with questions or for
more information about our funds.

Sincerely,

[signature of W. Gordon Snyder]

W. Gordon Snyder
President, Chief Marketing Officer
American Century Investment Services, Inc.

TABLE OF CONTENTS
An Overview of the Funds .................................................. 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 4
Objectives, Strategies and Risks .......................................... 6
Large Cap Value Fund
Value Fund
Small Cap Value Fund
Equity Income Fund
Management ................................................................ 10
Investing with American Century ........................................... 13
Share Price and Distributions ............................................. 16
Taxes ..................................................................... 17
Multiple Class Information ................................................ 19
Performance Information of Other Class .................................... 20

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

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This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

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

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

The chart below shows the primary differences between the funds. A more detailed
description of the funds' investment strategies and risks begins on page 6.

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

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

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

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

* comfortable with the funds' short-term price volatility

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

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

* investing for a short period of time

* not seeking income from an equity investment

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

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

2 American Century Investments 1-800-345-3533

FUND PERFORMANCE HISTORY

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

When the C Class of a fund has investment results for a full calendar year, this
section will feature charts that show

* Annual Total Returns

* Highest and Lowest Quarterly Returns

* Average Annual Total Returns, including a comparison of these returns to a
benchmark index for the C Class of the fund

The performance of a fund's Investor Class shares for each full calendar year in
the life of the fund is shown below.(1)

[bar chart data below]

Large Cap Value

2000 9.68%

Value
2000 18.27%
1999 -0.80%
1998 4.99%
1997 26.01%
1996 24.25%
1995 32.80%
1994 3.99%

Small Cap Value
2000 39.41%
1999 -0.86%

Equity Income

2000 21.91%
1999 -0.18%
1998 12.97%
1997 28.26%
1996 23.31%
1995 29.63%

(1) If the C Class had existed during the periods presented, its performance

would have been substantially similar to that of the Investor Class because
each represents an investment in the same portfolio of securities. However,
performance of the C Class would have been lower because of its higher expense
ratio.

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The performance information on this page is designed to help you see how the
fund's returns can vary. Keep in mind that past performance does not predict how
the fund will perform in the future.

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For current performance information, please call us at 1-800-345-3533 or visit
us at www.americancentury.com.

www.americancentury.com American Century Investments 3

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares after you have held them for 18 months

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (load)(as a percentage of net asset value) 1.00% (1)

(1) The deferred sales charge is contingent on the length of time you have owned
your shares. The charge is 1.00% in the first year after purchase, declines
ratably over the next six months, and is eliminated thereafter.

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

Management Distribution and Other Total Annual Fund
Fee Service (12b-1) Fees(2) Expenses(3) Operating Expenses
-----------------------------------------------------------------------------------------------------------
Large Cap Value 0.90%(1) 1.00% 0.00% 1.90%
-----------------------------------------------------------------------------------------------------------
Value 1.00% 1.00% 0.00% 2.00%
-----------------------------------------------------------------------------------------------------------
Small Cap Value 1.25% 1.00% 0.00% 2.25%
-----------------------------------------------------------------------------------------------------------
Equity Income 1.00% 1.00% 0.00% 2.00%

(2) The 12b-1 fee is designed to permit investors to purchase C Class shares
through broker-dealers, banks, insurance companies and other financial
intermediaries. A portion of the fee is used to compensate them for ongoing
individual shareholder and administrative services, and a portion is used to
compensate them for distribution services. For more information, see Service
and Distribution Fees, page 19.

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

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When purchasing through a financial intermediary you may be charged a fee.

4 American Century Investments 1-800-345-3533

EXAMPLE

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

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-------------------------------------------------------------------------------------
Large Cap Value $295 $593 $1,019 $2,202
-------------------------------------------------------------------------------------
Value $305 $623 $1,069 $2,305
-------------------------------------------------------------------------------------
Small Cap Value $329 $697 $1,194 $2,558
-------------------------------------------------------------------------------------
Equity Income $305 $623 $1,069 $2,305

You would pay the following expenses if you did not redeem your shares:

1 year 3 years 5 years 10 years
------------------------------------------------------------------------------------
Large Cap Value $192 $593 $1,019 $2,202
------------------------------------------------------------------------------------
Value $202 $623 $1,069 $2,305
------------------------------------------------------------------------------------
Small Cap Value $226 $697 $1,194 $2,558
------------------------------------------------------------------------------------
Equity Income $202 $623 $1,069 $2,305

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

www.americancentury.com American Century Investments 5

OBJECTIVES, STRATEGIES AND RISKS

LARGE CAP VALUE FUND
VALUE FUND
SMALL CAP VALUE

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

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

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVES?

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 managers believe it
is prudent, the funds may invest a portion of their assets in convertible debt
securities, equity-equivalent securities, foreign securities, debt securities of
companies, debt obligations of governments and their agencies, NONLEVERAGED
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 contracts and similar derivative securities to help manage
the risk of these types of investments. 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 the funds assume a
defensive position, they will not be pursuing their investment objectives of
capital growth and current income. The funds generally limit their purchase of
debt securities to investment-grade obligations, except for convertible debt
securities which may be rated below investment grade.

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NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

6 American Century Investments 1-800-345-3533

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

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

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www.americancentury.com American Century Investments 7

EQUITY INCOME FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

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

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers look for securities with a favorable income-paying history
that have prospects for dividend payments to continue or increase. The fund
managers also look for securities of companies that they believe are undervalued
and have the potential for an increase in price. The fund seeks to receive
dividend payments that provide 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 managers believe it is prudent, the fund may invest
a portion of its assets in convertible debt securities, equity-equivalent
securities, foreign securities, debt securities of companies, debt obligations
of governments and their agencies, NONLEVERAGED stock index future 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 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 investment objectives of capital
growth and current income. The fund generally limits its purchase of debt
securities to investment-grade obligations, except for convertible debt
securities, which may be rated below investment grade.

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NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

8 American Century Investments 1-800-345-3533

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

www.americancentury.com American Century Investments 9

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 provides to the funds, the advisor receives a unified
management fee based on a percentage of the average net assets of each fund. The
amount of the management fee for the C Class is calculated daily and paid
monthly in arrears taking into account the average net assets of the funds.
Large Cap Value will pay 0.90% of its pro rata share of the first $1 billion of
the of the fund's average net assets, 0.80% of its pro rata share of the next $4
billion of the fund's net assets, and 0.70% of its pro rata share over $5
billion of the fund's average net assets. Value and Equity Income will pay the
advisor a unified management fee of 1.00% of the average net assets of the C
Class shares of each fund. Small Cap Value will pay the advisor a unified
management fee of 1.25% of the average net assets of the C Class shares of the
fund.

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

10 American Century Investments 1-800-345-3533

THE FUND MANAGEMENT TEAMS

The portfolio managers on the investment teams are identified below.

Large Cap Value

MARK MALLON

CHARLES RITTER

Value and Equity Income

PHILLIP N. DAVIDSON

SCOTT A. MOORE

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Code of Ethics

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

www.americancentury.com American Century Investments 11

Small Cap Value

R. TODD VINGERS

BENJAMIN Z. GIELE

FUNDAMENTAL INVESTMENT POLICIES

12 American Century Investments 1-800-345-3533

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR C CLASS SHARES

The C 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, shareholder and distribution
services.

MINIMUM INITIAL INVESTMENT AMOUNTS

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

The fund has authorized certain financial intermediaries to accept orders on
each fund's behalf. American Century has contracts with these intermediaries
requiring them to track the time investment orders are received and to comply
with procedures relating to the transmission of orders. Orders must be received
by the intermediary on a fund's behalf before the time the net asset value is
determined in order to receive that day's share price. 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.

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

www.americancentury.com American Century Investments 13

MODIFYING OR CANCELING AN INVESTMENT

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 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.

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

REDEMPTIONS

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order. Each time
you make an investment with American Century, there is a seven-day holding
period before you can redeem those shares, unless you provide us with
satisfactory proof that your purchase funds have cleared. This seven-day holding
period begins the day after your investment is processed. However, investments
by wire require only a one-day holding period.

In addition, we reserve the right to delay delivery of redemption proceeds--up
to seven days--or to honor certain redemptions with securities, rather than
cash, as described in the next section.

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A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

14 American Century Investments 1-800-345-3533

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

EXCHANGES BETWEEN FUNDS

You may exchange C Class shares of the fund for C Class shares of any other
American Century fund. You may not exchange from the C Class to any other class.
We will not charge a Contingent Deferred Sales Charge (CDSC) on the shares you
exchange, regardless of the length of time you have owned them. When you do
redeem shares that have been exchanged, the CDSC will be based on the date you
purchased the original shares.

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A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

www.americancentury.com American Century Investments 15

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

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

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CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

16 American Century Investments 1-800-345-3533

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 they have
received or capital gains they have generated through their investment
activities. Tax consequences also may result when investors sell fund shares
after the net asset value of the fund shares has increased or decreased.

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

Type of Distribution Tax Rate for 10% and 15% Brackets All Other Brackets
--------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
--------------------------------------------------------------------------------
Long-term capital gains (1-5 years) 10% 20%
--------------------------------------------------------------------------------
Long-term capital gains (5 years) 8% 20%(1)

(1) The reduced rate for these gains will not begin until 2006 because the
security holding period must start after December 31, 2000. Once the security
has been held for more than 5 years, the rate will be 18%.

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

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Buying a Dividend

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

www.americancentury.com American Century Investments 17

Taxes on Transactions

18 American Century Investments 1-800-345-3533

MULTIPLE CLASS INFORMATION

American Century offers four classes of the funds: Investor Class, Institutional
Class, Advisor Class and C Class. The shares offered by this Prospectus are C
Class shares and are offered primarily through employer-sponsored retirement
plans, or through institutions like banks, broker-dealers and insurance
companies.

The other classes have different fees, expenses and/or minimum investment
requirements from the C 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

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

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

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

Contingent Deferred Sales Charge

If you sell C Class shares within 18 months of purchasing them, you will pay a
Contingent Deferred Sales Charge (CDSC). The charge is 1.00% in the first year
after purchase, declines ratably over the next six months and is eliminated
thereafter in accordance with the following chart:

After 13 months 0.833%
After 14 months 0.666%
After 15 months 0.500%
After 16 months 0.333%
After 17 months 0.167%
After 18 months 0.000%

The CDSC is calculated from your date of purchase, and will not be charged on
shares acquired through reinvestment of dividends or distributions, increases in
the net asset value of shares, or exchanges into the C Class of other American
Century funds. We will redeem shares not subject to the CDSC first, and other
shares will be redeemed in the order they were purchased.

Service and Distribution Fees

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay certain expenses associated with the distribution of their shares out of
fund assets. The funds' C Class shares have a 12b-1 Plan. Under the Plan, the
funds' C Class pays an annual fee of 1.00% of C Class average net assets, 0.25%
for certain individual shareholder and administrative services and 0.75% for
distribution services. The advisor, as paying agent for the funds, pays all or a
portion of such fees to the banks, broker-dealers and insurance companies that
make C Class shares available. Because these fees are paid out of the funds'
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges. For
additional information about the Plan and its terms, see Multiple Class
Structure - Master Distribution and Shareholder Services Plan in the Statement
of Additional Information.

www.americancentury.com American Century Investments 19

PERFORMANCE INFORMATION OF OTHER CLASS

The following financial information is provided to show the performance of the
funds' original class of shares. This class, the Investor Class, has a total
expense ratio that is 1.00% lower than the C Class. If the C Class had existed
during the periods presented, its performance would have been lower because of
the additional expense.

On a per-share basis, each 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 investors

* share price at the end of the period

Each 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 -- the operating expenses of the fund as a percentage of
average net assets

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

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

20 American Century Investments 1-800-345-3533

LARGE CAP VALUE FUND
Investor Class

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

Per-Share Data

(1) July 30, 1999 (inception) through March 31, 2000.

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

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

(4) Annualized.

www.americancentury.com American Century Investments 21

VALUE FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31

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

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

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

22 American Century Investments 1-800-345-3533

SMALL CAP VALUE FUND
Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

Per-Share Data

(1) July 31, 1998 (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 returns for periods less than one year are not annualized.

(4) Annualized.

www.americancentury.com American Century Investments 23

EQUITY INCOME FUND
Investor Class

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

Per-Share Data

Net Assets, End of Period (in thousands) $467,425 $282,692 $296,585 $355,962 $199,388

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

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

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

24 American Century Investments 1-800-345-3533

NOTES

www.americancentury.com American Century Investments 25

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the funds (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for
location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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

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

0108
SH-PRS-25814

[front cover]

Your
American Century
prospectus

Real Estate Fund

[american century logo and text logo (reg. sm)]

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

Dear Investor,

As you begin to read this Prospectus, take a look at the table of contents to
understand how it is organized. The first four sections take a close-up look at
the fund - the fund's investment objectives, strategies and risks.

Sincerely,

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

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

TABLE OF CONTENTS

An Overview of the Fund ................................................... 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 4
Objectives, Strategies and Risks .......................................... 5
Management ................................................................ 7
Investing with American Century ........................................... 9
Share Price and Distributions ............................................. 13
Taxes ..................................................................... 14
Multiple Class Information ................................................ 16
Financial Highlights ...................................................... 17

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

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

American Century Investments

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital appreciation. Income is a secondary objective.

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

The fund invests primarily in real estate securities. These securities include
shares of real estate investment trusts (REITs) and companies engaged in the
real estate industry. The fund managers look for real estate securities they
believe will provide superior returns to the fund, focusing on companies with
the potential for stock price appreciation, plus strong growth of cash flow to
investors. A more detailed description of the fund's investment strategies and
risks begins on page 5.

An investment in the fund may be subject to many of the same risks as a direct
investment in real estate. These risks include changes in economic conditions,
interest rates, property values, property tax increases, overbuilding and
increased competition, environmental contamination, zoning and natural
disasters. This is due to the fact that the value of the fund's investments may
be affected by the value of the real estate owned by the companies in which it
invests. To the extent the fund invests in companies that make loans to real
estate companies, the fund also may be subject to interest rate risk.

Because the fund concentrates its investments in real estate securities, it may
be subject to greater risks and market fluctuations than funds investing in a
broader range of industries.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

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

* comfortable with the risks associated with investing in real estate
securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for a short period of time

* uncomfortable with the risks associated with investments in real estate

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

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

2 American Century Investments 1-800-345-2021

FUND PERFORMANCE HISTORY

REAL ESTATE FUND

Annual Total Returns(1)

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

[bar chart data below]

Real Estate Fund
------------------------------------------------------------
2000 27.16%
1999 -2.71%
1998 -18.10%
1997 25.21%
1996 40.81%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the
fund's year-to-date return was 8.88%.

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

Highest Lowest
--------------------------------------------------------------------------------
Real Estate Fund 19.92% (4Q 1996) -13.35% (3Q 1998)

Average Annual Total Returns

The following table shows the average annual total returns of the fund's
Investor Class shares for the periods indicated. The benchmark is an unmanaged
index that has no operating costs and is included in the table for performance
comparison.

For the calendar year ended
December 31, 2000 1 year 5 years Life of Fund
--------------------------------------------------------------------------------
Real Estate Fund 27.16% 12.30% 12.67%(1)
Morgan Stanley REIT Index 26.81% 10.14% 10.54%(2)

(1) The inception date for the fund is September 21, 1995.

(2) Since September 30, 1995, the date closest to the fund's inception for
which data are available.

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The performance information on this page is designed to help you see how the
fund's returns can vary. Keep in mind that past performance does not predict how
the fund will perform in the future.

[Graphic of pointing finger]
For current performance information, please call us at 1-800-345-2021 or visit
us at www.americancentury.com.

www.americancentury.com American Century Investments 3

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

(1) Based on expenses incurred by all classes of the fund during the fund's
most recent fiscal year. The fund has a stepped fee schedule. As a result,
the fund's management fee rate generally decreases as fund assets increase.

(2) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as 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 the fund with the costs of investing in other mutual funds.
Assuming you . . .

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-------------------------------------------------------------------------
Real Estate Fund $121 $376 $652 $1,435

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

4 American Century Investments 1-800-345-2021

OBJECTIVES, STRATEGIES AND RISKS

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital appreciation. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund invests primarily in equity securities issued by real estate investment
trusts (REITs) and companies engaged in the real estate industry. The fund
managers look for real estate securities they believe will provide superior
returns to the fund. They attempt to focus the fund's investments on real estate
companies and REITs with the potential for stock price appreciation, plus strong
growth of cash flow to investors.

The fund managers' real estate securities investment philosophy is that
consistently excellent investment results can be achieved through superior
stock selection (based on both public equity and private real estate market
factors) and risk managed portfolio construction. The fund managers use a
disciplined investment process to manage the fund focusing on superior stock
selection rather than sector or theme bets. The portfolio management process
relies on a continuous screen of the target universe of investments to identify
companies exhibiting superior financial strength, operating returns and growth
prospects that are attractively priced at any given time.

The investment style of the fund is growth at a reasonable price. The fund
managers evaluate each company's ability to generate earnings over an earnings
cycle, not just for the next one or two years. The fund managers focus research
efforts on determining the normalized earnings and earnings growth of a company,
from which they determine if the company's current price fully reflects its
long-term value.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep at least 80% of the fund's assets
invested in equity securities of REITs or real estate companies. A company is
considered to be a real estate company if, in the opinion of the fund managers,
at least 50% of its revenues or 50% of the market value of its assets at the
time its securities are purchased by the fund are attributed to the ownership,
construction, management or sale of real estate. When the managers believe it is
prudent, the fund may invest a portion of its assets in other types of
securities. These securities may include convertible debt securities,
equity-equivalent securities, foreign securities, short-term securities, bonds,
notes, securities of companies not principally engaged in the real estate
industry, non-leveraged stock index futures contracts and other similar
securities. Stock index futures contracts, a type of derivative security, can
help the fund's cash assets remain liquid while performing more like stocks. The
fund has a policy governing stock index futures contracts and similar derivative
securities to help manage the risk of these types of investments. 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.

[left margin]

[Graphic of pointing finger]
Equity securities include common stock, preferred stock and securities
convertible into common stock.

www.americancentury.com American Century Investments 5

WHAT IS A REIT?

A real estate investment trust, or REIT, invests primarily in income-producing
real estate or makes loans to persons involved in the real estate industry.

Some REITs, called equity REITs, buy real estate, and investors receive income
from the rents received and from any profits on the sale of its properties.
Other REITs, called mortgage REITs, lend money to building developers and other
real estate companies, and receive income from interest paid on those loans.
There are also hybrid REITs which engage in both owning real estate and making
loans.

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

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
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 may be affected by the value of the real estate owned by the
companies in which it invests. These risks include changes in economic
conditions, interest rates, property values, property tax increases,
overbuilding and increased competition, environmental contamination, zoning and
natural disasters.

To the extent the fund invests in mortgage REITs, it will be subject to credit
risk and interest rate risk with respect to the loans made by the REITs in which
it invests. Credit risk is the risk that the borrower will not be able to make
interest and principal payments on the loan to the REIT when they are due.
Interest rate risk is the risk that a change in the prevailing interest rate
will cause the value of the loan portfolio held by the REIT to rise or fall.
Generally, when interest rates rise, the value of the loan portfolio will
decline. The opposite is true when interest rates decline. The degree to which
interest rate changes affect the fund's performance varies and is related to the
specific characteristics of the loan portfolios of the mortgage REITs in which
the fund invests.

Because the fund concentrates its investments in real estate securities, it may
be subject to greater risks and market fluctuations than a fund representing a
broader range of industries. In addition, market performance tends to be
cyclical and, in the various cycles, certain investment styles may fall in and
out of favor. If the market is not favoring the fund's style, the fund's gains
may not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.

6 American Century Investments 1-800-345-2021

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified management fee of 1.19% of the average net assets of
the Investor Class shares of the fund. The amount of the management fee is
calculated daily and paid monthly in arrears.

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

www.americancentury.com American Century Investments 7

THE FUND MANAGEMENT TEAM

American Century Investment Management, Inc. provides investment advisory and
management services for the fund. American Century Investment Management, Inc.
has, in turn, hired J.P. Morgan Investment Management Inc. to make the
day-to-day investment decisions for the fund. J.P. Morgan Investment Management
Inc. 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.

SCOTT W. BLASDELL

Mr. Blasdell, Portfolio Manager and Analyst, has been a member of the team that
manages Real Estate since joining J.P. Morgan Investment Management Inc., in
August 1999. Before joining J.P. Morgan Investment Management Inc., he held a
similar position at Merrill Lynch Asset Management from December 1997 to August
1999. From February 1993 to December 1997, he worked at Wellington Management as
an analyst and portfolio manager. He has a bachelor's degree in economics from
Williams College and an MBA from Wharton School. He is a CFA charterholder.

CHARLES FITZGERALD

Mr. Fitzgerald, Portfolio Manager and Analyst, has been a member of the team
that manages Real Estate since joining J.P. Morgan Investment Management Inc.,
in July 2000. From September 1997 to July 2000 he worked at Prudential Real
Estate Securities Investors as a Senior Equity Analyst. From June 1996 to August
1996, he worked as an equity research intern for Gabelli Mutual Funds. He has a
bachelor's degree in economics from Northern State University. He is a CFA
charterholder.

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, Mr. Mallon was employed in several positions by
Federated Investors, and had served as President and Chief Executive Officer of
Federated Investment Counseling and Executive Vice President of Federated
Research Corporation since January 1990. Mr. Mallon has a bachelor of arts from
Westminster College and an MBA from Cornell University. He is a CFA
charterholder.

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
shareholder approval. The Board of Directors may change any other policies and
investment strategies.

[left margin]

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Code of Ethics

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

8 American Century Investments 1-800-345-2021

INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------
BY TELEPHONE

Investor Relations
1-800-345-2021

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

Automated Information Line
1-800-345-8765

[Graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

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

www.americancentury.com

[Graphic of computer]

OPEN AN ACCOUNT

If you are a current or new investor, you can open an account by completing and
submitting our online application. Current investors also can open an account by
exchanging shares from another American Century account.

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.

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

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

Fax
816-340-7962

[Graphic of envelope]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

www.americancentury.com American Century Investments 9

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

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.

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

[Graphic of revolving arrows]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

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

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Please remember, if you request redemptions by wire, $10 will be deducted from
the amount redeemed. Your bank also may charge a fee.

[Graphic of wire machine]

OPEN AN ACCOUNT

Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

*For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the "Open an account" wire instructions.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

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

IN PERSON

[Graphic of person]

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

4500 Main St. 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 10350 Park Meadows Drive
Mountain View, California Littleton, Colorado
8 a.m. to 5 p.m., Monday - Friday 8:30 a.m. to 5:30 p.m., Monday - Friday

10 American Century Investments 1-800-345-2021

MINIMUM INITIAL INVESTMENT AMOUNTS

(1) For each fund you select for your 403(b) plan, American Century will waive
the fund minimum if you make a contribution of at least $50 a month.
If your contribution is less than $50 a month, you may make only one
fund choice.

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

REDEMPTIONS

In addition, we reserve the right to delay delivery of 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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

[Graphic of pointing finger]
A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

www.americancentury.com American Century Investments 11

MODIFYING OR CANCELING AN INVESTMENT

Investment instructions are irrevocable. That means that once you have mailed or
otherwise transmitted your investment instruction, you may not modify or cancel
it. The fund reserves the right to suspend the offering of shares for a period
of time, and to reject any specific investment (including a purchase by
exchange). Additionally, we may refuse a purchase if, in our judgment, it is of
a size that would disrupt the management of a fund.

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.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* 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.

The fund has authorized certain financial intermediaries to accept orders on the
fund's behalf. American Century has contracts with these intermediaries
requiring them to track the time investment orders are received and to comply
with procedures relating to the transmission of orders. Orders must be received
by the intermediary on a fund's behalf before the time the net asset value is
determined in order to receive that day's share price. 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.

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

12 American Century Investments 1-800-345-2021

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American Century determines the 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 closed (including certain
U.S. holidays), we do not calculate the NAV. A fund share's NAV 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 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]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

www.americancentury.com American Century Investments 13

TAXES

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

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends and interest, or capital gains generated from the sale of fund
investments. Distributions of income are taxed as ordinary income. Distributions
of capital gains are classified either as short term, long term or UNRECAPTURED
SECTION 1250 CAPITAL GAINS, and are taxed as follows:

Type of Distribution Tax Rate for 10% All Other
and 15% Brackets Brackets
-------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
-------------------------------------------------------------------------------
Long-term capital gains
(1-5 years) 10% 20%
-------------------------------------------------------------------------------
Long-term capital gains
(5 years) 8% 20% (1)
-------------------------------------------------------------------------------
Unrecaptured Section Ordinary income rate 25%
1250 capital gains

(1) The reduced rate for these gains will not begin until 2006 because the
security holding period must start after December 31, 2000. Once the security
has been held for more than 5 years, the rate will be 18%.

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

Additionally, the fund may receive distributions of unrecaptured Section 1250
capital gains from REITs. To the extent the fund receives such distributions,
unrecaptured Section 1250 capital gains will be distributed to shareholders of
the fund.

Because of the nature of REIT investments, REITs may generate significant
non-cash deductions, such as depreciation on real estate holdings, while having
a greater cash flow to distribute to its shareholders. If a REIT distributes
more cash flow than it has taxable income, a RETURN OF CAPITAl results. The fund
may pay a return of capital distribution to its shareholders by distributing
more cash than its taxable income. If you do not reinvest distributions, the
cost basis of your shares will be decreased by the amount of returned capital,
which may result in a larger capital gain when you sell your shares. Although a
return of capital generally is not taxable to you upon distribution, it would be
taxable to you as a capital gain if your cost basis in the shares is reduced to
zero. This could occur if you do not reinvest distributions and the returns of
capital are significant.

[left margin]

[Graphic of pointing finger]
Buying a Dividend

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

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

UNRECAPTURED SECTION 1250 CAPITAL GAINS, named for the Internal Revenue Code
section that describes them, are frequently realized upon the sale of real
estate and are subject to a maximum tax rate of 25%. These gains are received by
the fund from its REIT securities and are then subsequently passed through to
shareholders.

A RETURN OF CAPITAL represents the return of a portion of a shareholder's
original investment that is generally non-taxable when distributed, or
returned, to the investor.

14 American Century Investments 1-800-345-2021

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

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

Taxes on Transactions

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 withholding, we
are required to withhold and pay to the IRS the applicable federal witholding
tax rate on dividends, capital gains distributions and redemption proceeds.

www.americancentury.com American Century Investments 15

MULTIPLE CLASS INFORMATION

American Century offers three classes of the fund: Investor Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
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 through
employer-sponsored retirement plans or through institutions like banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements from 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 Advisor or Institutional Class shares, call us
at 1-800-345-3533. You also can contact a sales representative or financial
intermediary who offers those classes of shares.

16 American Century Investments 1-800-345-2021

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page itemizes what contributed to the changes in share
price during the most recently ended fiscal year. 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 investors

* 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 - the operating expenses of the fund as a percentage of
average net assets

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

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

www.americancentury.com American Century Investments 17

REAL ESTATE FUND

Investor Class

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

Per-Share Data
2001 2000 1999 1998(1) 1997 1996
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $11.74 $12.10 $16.12 $16.06 $12.29 $9.82
---------- ---------- ---------- ---------- ---------- --------
Income (Loss) From Investment Operations
Net Investment Income 0.71(2) 0.74(2) 0.73(2) 0.25(2) 0.67(2) 0.55

Net Realized and Unrealized Gain (Loss)
on Investment Transactions 2.14 (0.41) (4.09) 0.26 4.13 2.27
---------- ---------- ---------- ---------- ---------- --------
Total From Investment Operations 2.85 0.33 (3.36) 0.51 4.80 2.82
---------- ---------- ---------- ---------- ---------- --------
Distributions

From Net Investment Income (0.59) (0.69) (0.54) (0.18) (0.48) (0.35)

From Net Realized Gains on
Investment Transactions -- -- (0.12) (0.27) (0.55) --
---------- ---------- ---------- ---------- ---------- --------
Total Distributions (0.59) (0.69) (0.66) (0.45) (1.03) (0.35)
---------- ---------- ---------- ---------- ---------- --------
Net Asset Value, End of Period $14.00 $11.74 $12.10 $16.12 $16.06 $12.29
========== ========== ========== ========== ========== ========
Total Return(3) 24.57% 2.87% (21.04)% 3.26% 40.69% 29.28%

Ratios/Supplemental Data

2001 2000 1999 1998(1) 1997 1996
----------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to
Average Net Assets 1.19% 1.20% 1.20% 1.15%(4) 1.17% 1.00%

Ratio of Operating Expenses to
Average Net Assets
(before expense waivers
and reimbursements)(5) 1.19% 1.20% 1.20% 1.20%(4) 1.82% 6.83%

Ratio of Net Investment
Income to Average
Net Assets 5.32% 5.95% 5.41% 3.75%(4) 4.48% 5.84%

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers
and reimbursements)(5) 5.32% 5.95% 5.41% 3.70%(4) 3.84% 0.01%

Portfolio Turnover Rate 242% 102% 66% 28% 69% 86%

Net Assets, End of Period
(in thousands) $74,776 $73,812 $110,285 $135,922 $76,932 $7,209

(1) The period ended March 31, 1998 represents a five month reporting period.
The fund's fiscal year end was changed from October 31 to March 31 during
the period. Periods prior to 1998 are based on a fiscal year ended
October 31.

(2) 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.

(5) During the period ended October 31, 1996 and for a portion of the period
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 July 13, 1997, the
custodian offset part of its fees for balance credits given to the fund.
During the period ended March 31, 1998, a portion of the subadvisory
fee which is paid for subadvisory services, was waived.

18 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 19

NOTES

20 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 21

[back page]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

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

Statement of Additional Information (SAI)

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

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

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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

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

0108
SH-PRS-25829

[front cover]

Your
American Century
prospectus

Real Estate Fund

[american century logo and text logo (reg. sm)]

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

Dear Investor,

Naturally, you may have questions about investing after you read through the
Prospectus. Please contact your investment professional with questions or for
more information about our funds.

Sincerely,

[signature]
W. Gordon Snyder
President, Chief Marketing Officer
American Century Investment Services, Inc.

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

TABLE OF CONTENTS

An Overview of the Fund ................................................... 2
Fund Performance History .................................................. 3
Fees and Expenses ......................................................... 4
Objectives, Strategies and Risks .......................................... 5
Management ................................................................ 7
Investing with American Century ........................................... 9
Share Price and Distributions ............................................. 12
Taxes ..................................................................... 13
Multiple Class Information ................................................ 15
Financial Highlights ...................................................... 16
Performance Information of Other Class .................................... 18

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

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

American Century Investments

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital appreciation. Income is a secondary objective.

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

Because the fund concentrates its investments in real estate securities, it may
be subject to greater risks and market fluctuations than funds investing in a
broader range of industries.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

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

* comfortable with the risks associated with investing in real estate
securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for a short period of time

* uncomfortable with the risks associated with investments in real estate

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

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

2 American Century Investments 1-800-345-3533

[left margin]

For current performance information, please call us at 1-800-345-3533 or visit
us at www.americancentury.com.

FUND PERFORMANCE HISTORY

REAL ESTATE FUND

Annual Total Returns(1)

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

[bar chart data below]

Real Estate Fund
------------------------------------------------------------
2000 26.97%
1999 -3.03%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the Real
Estate Fund's year-to-date return was 8.73%.

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

Highest Lowest
--------------------------------------------------------------------------------
Real Estate Fund 12.04% (2Q 1999) -4.30% (1Q 1999)

Average Annual Total Returns

The following table shows the average annual total returns of the fund's Advisor
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, 2000 1 year Life of Fund
--------------------------------------------------------------------------------
Real Estate Fund 26.97% 13.08%(1)

Morgan Stanley REIT Index 26.81% 7.82%(2)

(1) The inception date for the Real Estate Fund is October 6, 1998.

(2) Since September 30, 1998, the date closest to the fund's inception for
which data are available.

PERFORMANCE INFORMATION OF OTHER CLASS

The fund's original class of shares was the Investor Class. For information
about the historical performance of the original class of shares, see page 19.

www.americancentury.com American Century Investments 3

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

Management Distribution and Other Total Annual
Fee(1) Service (12b-1) Expenses(3) Fund Operating
Fees(2) Expenses
-------------------------------------------------------------------------------
Real Estate Fund 0.94% 0.50% 0.00% 1.44%

(3) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as 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 the fund with the costs of investing in other mutual funds.
Assuming you . . .

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-------------------------------------------------------------------------------
Real Estate Fund $146 $453 $783 $1,713

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[Graphic of pointing finger]
When purchasing through a financial intermediary you may be charged a fee.

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

4 American Century Investments 1-800-345-3533

OBJECTIVES, STRATEGIES AND RISKS

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital appreciation. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

[left margin]

[Graphic of pointing finger]
Equity securities include common stock, preferred stock and securities
convertible into common stock.

www.americancentury.com American Century Investments 5

WHAT IS A REIT?

A real estate investment trust, or REIT, invests primarily in income-producing
real estate or makes loans to persons involved in the real estate industry.

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

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

6 American Century Investments 1-800-345-3533

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified management fee of 0.94% of the average net assets of
the Advisor Class shares of the fund. The amount of the management fee is
calculated daily and paid monthly in arrears.

www.americancentury.com American Century Investments 7

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below.

SCOTT W. BLASDELL

CHARLES FITZGERALD

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

MARK MALLON

FUNDAMENTAL INVESTMENT POLICIES

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[Graphic of pointing finger]

CODE OF ETHICS

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

8 American Century Investments 1-800-345-3533

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

MINIMUM INITIAL INVESTMENT AMOUNTS

(1) For each fund you select for your 403(b) plan, American Century will waive
the fund minimum if you make a contribution of at least $50 a month. If
your contribution is less than $50 a month, you may make only one
fund choice.

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

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

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

www.americancentury.com American Century Investments 9

MODIFYING OR CANCELING AN INVESTMENT

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.

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

REDEMPTIONS

In addition, we reserve the right to delay delivery of 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

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

[Graphic of pointing finger]
A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

10 American Century Investments 1-800-345-3533

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

www.americancentury.com American Century Investments 11

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]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

12 American Century Investments 1-800-345-3533

TAXES

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

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

Type of Distribution Tax Rate for 10% and All Other
15% Brackets Brackets
--------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
--------------------------------------------------------------------------------
Long-term capital gains
(1-5 years) 10% 20%
--------------------------------------------------------------------------------
Long-term capital gains
(5 years) 8% 20%(1)
--------------------------------------------------------------------------------
Unrecaptured Section Ordinary income rate 25%
1250 capital gains

Because of the nature of REIT investments, REITs may generate significant
non-cash deductions, such as depreciation on real estate holdings, while having
a greater cash flow to distribute to its shareholders. If a REIT distributes
more cash flow than it has taxable income, a RETURN OF CAPITAL results. The fund
may pay a return of capital distribution to its shareholders by distributing
more cash than its taxable income. If you do not reinvest distributions, the
cost basis of your shares will be decreased by the amount of returned capital,
which may result in a larger capital gain when you sell your shares. Although a
return of capital generally is not taxable to you upon distribution, it would be
taxable to you as a capital gain if your cost basis in the shares is reduced to
zero. This could occur if you do not reinvest distributions and the returns of
capital are significant.

[left margin]

[Graphic of pointing finger]
BUYING A DIVIDEND

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.

A RETURN OF CAPITAL represents the return of a portion of a shareholder's
original investment that is generally non-taxable when distributed, or
returned, to the investor.

www.americancentury.com American Century Investments 13

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

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 withholding, we
are required to withhold and pay to the IRS the applicble federal tax rate on
dividends, capital gains distributions and redemption proceeds.

14 American Century Investments 1-800-345-3533

MULTIPLE CLASS INFORMATION

American Century offers three classes of the fund: Investor Class, Institutional
Class and Advisor Class. The shares offered by this Prospectus are Advisor Class
shares and are offered primarily through employer-sponsored retirement plans, or
through institutions like banks, broker-dealers and insurance companies.

* 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 certain expenses associated with the distribution of their shares out of
fund assets. The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan,
the fund's Advisor Class pays an annual fee of 0.50% of Advisor Class average
net 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 Advisor Class shares available. Because these fees are paid out of the
fund's assets on an ongoing basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges. For additional information about the Plan and its terms, see Multiple
Class Structure - Master Distribution and Shareholder Services Plan in the
Statement of Additional Information.

www.americancentury.com American Century Investments 15

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 investors

* 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 - the operating expenses of the fund as a percentage of average
net assets

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

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

16 American Century Investments 1-800-345-3533

REAL ESTATE FUND

Advisor Class

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

Per-Share Data
2001 2000 1999(1)
-------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $11.74 $12.10 $12.22
----------- ----------- -----------
Income From Investment Operations
Net Investment Income(2) 0.68 0.75 0.43

Net Realized and Unrealized Gain
(Loss) on Investment Transactions 2.14 (0.45) (0.15)
----------- ----------- -----------
Total From Investment Operations 2.82 0.30 0.28
----------- ----------- -----------
Distributions
From Net Investment Income (0.56) (0.66) (0.28)

From Net Realized Gains on
Investment Transactions -- -- (0.12)
----------- ----------- -----------
Total Distributions (0.56) (0.66) (0.40)
----------- ----------- -----------
Net Asset Value, End of Period $14.00 $11.74 $12.10
=========== =========== ===========
Total Return(3) 24.28% 2.62% 2.25%

Ratios/Supplemental Data

2001 2000 1999(1)
-------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.44% 1.45% 1.45%(4)

Ratio of Net Investment Income
to Average Net Assets 5.07% 5.70% 5.16%(4)

Portfolio Turnover Rate 242% 102% 66%(5)

Net Assets, End of Period
(in thousands) $9,046 $5,353 $449

(1) October 6, 1998 (commencement of sale) through March 31, 1999.

(2) Computed using averages 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.

(5) Portfolio turnover is calculated at the fund level. Percentage
indicated was calculated for the year ended March 31, 1999.

www.americancentury.com American Century Investments 17

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 the
Investor Class share price during the most recently ended fiscal year. It also
shows 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 investors

* 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 - the operating expenses of the fund as a percentage of average
net assets

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

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

18 American Century Investments 1-800-345-3533

REAL ESTATE FUND

Investor Class

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

Per-Share Data
2001 2000 1999 1998(1) 1997 1996
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $11.74 $12.10 $16.12 $16.06 $12.29 $9.82
--------- --------- --------- --------- --------- ---------
Income (Loss) From Investment Operations
Net Investment Income 0.71(2) 0.74(2) 0.73(2) 0.25(2) 0.67(2) 0.55

Net Realized and Unrealized Gain (Loss)
on Investment Transactions 2.14 (0.41) (4.09) 0.26 4.13 2.27
--------- --------- --------- --------- --------- ---------
Total From Investment Operations 2.85 0.33 (3.36) 0.51 4.80 2.82
--------- --------- --------- --------- --------- ---------
Distributions

From Net Investment Income (0.59) (0.69) (0.54) (0.18) (0.48) (0.35)

From Net Realized Gains on
Investment Transactions -- -- (0.12) (0.27) (0.55) --
--------- --------- --------- --------- --------- ---------
Total Distributions (0.59) (0.69) (0.66) (0.45) (1.03) (0.35)
--------- --------- --------- --------- --------- ---------

Net Asset Value, End of Period $14.00 $11.74 $12.10 $16.12 $16.06 $12.29
========= ========= ========= ========= ========= =========
Total Return(3) 24.57% 2.87% (21.04)% 3.26% 40.69% 29.28%

Ratios/Supplemental Data

Ratio of Operating Expenses to
Average Net Assets
(before expense waivers
and reimbursements)(5) 1.19% 1.20% 1.20% 1.20%(4) 1.82% 6.83%

Ratio of Net Investment
Income to Average
Net Assets 5.32% 5.95% 5.41% 3.75%(4) 4.48% 5.84%

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers
and reimbursements)(5) 5.32% 5.95% 5.41% 3.70%(4) 3.84% 0.01%

Portfolio Turnover Rate 242% 102% 66% 28% 69% 86%

Net Assets, End of Period
(in thousands) $74,776 $73,812 $110,285 $135,922 $76,932 $7,209

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

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

(4) Annualized.

www.americancentury.com American Century Investments 19

NOTES

20 American Century Investments 1-800-345-3533

NOTES

www.americancentury.com American Century Investments 21

[back page]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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

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

0108
SH-PRS-25830

[front cover]

Your
American Century
prospectus

Real Estate Fund

[american century logo and text logo (reg. sm)]

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

Dear Investor,

Naturally, you may have questions about investing after you read through the
Prospectus. Please contact your investment professional with questions or for
more information about our funds.

Sincerely,

[signature]
W. Gordon Snyder
President, Chief Marketing Officer
American Century Investment
Services, Inc.

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

TABLE OF CONTENTS

[left margin]

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

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

American Century Investments

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital appreciation. Income is a secondary objective.

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

Because the fund concentrates its investments in real estate securities, it may
be subject to greater risks and market fluctuations than funds investing in a
broader range of industries.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

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

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

* comfortable with the risks associated with investing in real estate
securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for a short period of time

* uncomfortable with the risks associated with investments in real estate

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

[left margin]

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

2 American Century Investments 1-800-345-3533

FUND PERFORMANCE HISTORY

REAL ESTATE FUND

Annual 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 fund. It indicates the
volatility of the fund's historical returns from year to year.

[bar chart data below]

Real Estate Fund
------------------------------------------------------------
2000 27.50%
1999 -2.47%
1998 -17.86%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the
fund's year-to-date return was 9.00%.

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

Highest Lowest
--------------------------------------------------------------------------------
Real Estate Fund 12.15% (4Q 1998) -13.23% (3Q 1998)

Average Annual Total Returns

The following table shows the average annual total returns of the fund's
Institutional Class shares for the periods indicated. The benchmark is an
unmanaged index that has no operating costs and is included in the table for
performance comparison.

For the calendar year ended December 31, 2000 1 year Life of Fund
--------------------------------------------------------------------------------
Real Estate Fund 27.50% 5.40%(1)
Morgan Stanley REIT Index 26.81% 3.66%(2)

(1) The inception date for the Real Estate Fund is June 16, 1997.

(2) Since June 30, 1997, the date closest to the fund's inception for which
data are available.

PERFORMANCE INFORMATION OF OTHER CLASS

The fund's original class of shares was the Investor Class. For information
about the historical performance of the original class of shares, see page 19.

[left margin]

[Graphic of pointing finger]
For current performance information, please call us at 1-800-345-3533 or visit
us at www.americancentury.com.

www.americancentury.com American Century Investments 3

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

Management Distribution and Other Total Annual
Fee(1) Service (12b-1) Expenses(2) Fund Operating
Fees Expenses
-------------------------------------------------------------------------------
Real Estate Fund 0.99% None 0.00% 0.99%

(1) Based on expenses incurred by all classes of the fund during the fund's
most recent fiscal year. The fund has a stepped fee schedule. As a result,
the fund's management fee rate generally decreases as fund assets increase.

(2) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as 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 the fund with the costs of investing in other mutual funds.
Assuming you . . .

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-------------------------------------------------------------------------------
Real Estate Fund $101 $314 $545 $1,208

[left margin]

[Graphic of pointing finger]
When purchasing through a financial intermediary you may be charged a fee.

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

4 American Century Investments 1-800-345-3533

OBJECTIVES, STRATEGIES AND RISKS

REAL ESTATE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital appreciation. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers' real estate securities investment philosophy is that
consistently excellent investment results can be achieved through superior stock
selection (based on both public equity and private real estate market factors)
and risk managed portfolio construction. The fund managers use a disciplined
investment process to manage the fund focusing on superior stock selection
rather than sector or theme bets. The portfolio management process relies on a
continuous screen of the target universe of investments to identify companies
exhibiting superior financial strength, operating returns and growth prospects
that are attractively priced at any given time.

[left margin]

[Graphic of pointing finger]
Equity securities include common stock, preferred stock and securities
convertible into common stock.

www.americancentury.com American Century Investments 5

WHAT IS A REIT?

A real estate investment trust, or REIT, invests primarily in income-producing
real estate or makes loans to persons involved in the real estate industry.

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

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

6 American Century Investments 1-800-345-3533

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified management fee of 0.99% of the average net assets of
the Institutional Class shares of the fund. The amount of the management fee is
calculated daily and paid monthly in arrears.

www.americancentury.com American Century Investments 7

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below.

SCOTT W. BLASDELL

CHARLES FITZGERALD

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

MARK MALLON

FUNDAMENTAL INVESTMENT POLICIES

[left margin]

[Graphic of pointing finger]

Code of Ethics

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

8 American Century Investments 1-800-345-3533

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

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

www.americancentury.com American Century Investments 9

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------
BY TELEPHONE

Service Representative
1-800-345-3533

[Graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

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

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

Fax
816-340-4655

[Graphic of envelope]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

SELL SHARES

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

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

[Graphic of revolving arrows]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

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

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

[Graphic of wire machine]

OPEN AN ACCOUNT

Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

* Our bank information
Commerce Bank N.A.
Routing No. 101000019
Account No. Please call for the appropriate
account number
* The fund name
* Your American Century account number, if known*
* Your name
* The contribution year (for IRAs only)

*For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the "Open an account" wire instructions.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

10 American Century Investments 1-800-345-3533

REDEMPTIONS

In addition, we reserve the right to delay delivery of 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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

MODIFYING OR CANCELING AN INVESTMENT

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.

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

[Graphic of pointing finger]
A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

www.americancentury.com American Century Investments 11

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

[left margin]

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

12 American Century Investments 1-800-345-3533

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]

CAPITAL GAINS are increases in the values of capital assets, such as stock,
from the time the assets are purchased.

www.americancentury.com American Century Investments 13

TAXES

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

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

Type of Distribution Tax Rate for 10% All Other
and 15% Brackets Brackets
--------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
--------------------------------------------------------------------------------
Long-term capital gains
(1-5 years) 10% 20%
--------------------------------------------------------------------------------
Long-term capital gains
(5 years) 8% 20%(1)
--------------------------------------------------------------------------------
Unrecaptured Section Ordinary income rate 25%
1250 capital gains

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

[left margin]

[Graphic of pointing finger]
Buying a Dividend

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.

A RETURN OF CAPITAL represents the return of a portion of a shareholder's
original investment that is generally non-taxable when distributed, or
returned, to the investor.

14 American Century Investments 1-800-345-3533

return of capital generally is not taxable to you upon distribution, it would be
taxable to you as a capital gain if your cost basis in the shares is reduced to
zero. This could occur if you do not reinvest distributions and the returns of
capital are significant.

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

www.americancentury.com American Century Investments 15

MULTIPLE CLASS INFORMATION

American Century offers three classes of the fund: Investor Class, Institutional
Class and Advisor Class. The shares offered by this Prospectus are Institutional
Class shares and are offered primarily through employer-sponsored retirement
plans, or through institutions like banks, broker-dealers and insurance
companies.

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

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

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

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

16 American Century Investments 1-800-345-3533

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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 investors

* 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 - the operating expenses of the fund as a percentage of average
net assets

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

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

www.americancentury.com American Century Investments 17

REAL ESTATE FUND

Institutional Class

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

Per-Share Data
2001 2000 1999 1998(1) 1997(2)
--------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $11.75 $12.11 $16.12 $16.06 $14.24
---------- ---------- ---------- ---------- ----------
Income (Loss) From Investment Operations
Net Investment Income(3) 0.73 0.75 0.78 0.26 0.28

Net Realized and Unrealized Gain
(Loss) on Investment Transactions 2.15 (0.38) (4.09) 0.26 1.63
---------- ---------- ---------- ---------- ----------
Total From Investment Operations 2.88 0.37 (3.31) 0.52 1.91
---------- ---------- ---------- ---------- ----------
Distributions
From Net Investment Income (0.62) (0.73) (0.58) (0.19) (0.09)

From Net Realized Gains
on Investment Transactions -- -- (0.12) (0.27) --
---------- ---------- ---------- ---------- ----------
Total Distributions (0.62) (0.73) (0.70) (0.46) (0.09)
---------- ---------- ---------- ---------- ----------
Net Asset Value, End of Period $14.01 $11.75 $12.11 $16.12 $16.06
=========== ========== ========== ========== ==========
Total Return(4) 24.80% 3.18% (20.77)% 3.32% 13.40%

Ratios/Supplemental Data
2001 2000 1999 1998(1) 1997(2)
--------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.99% 1.00% 1.00% 0.95%(5) 1.00%(5)

Ratio of Operating Expenses
to Average Net Assets (before expense
waivers and reimbursements)(6) 0.99% 1.00% 1.00% 1.00%(5) 1.00%(5)

Ratio of Net Investment Income
to Average Net Assets 5.52% 6.15% 5.61% 4.00%(5) 4.85%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers and
reimbursements)(6) 5.52% 6.15% 5.61% 3.95%(5) 4.85%(5)

Portfolio Turnover Rate 242% 102% 66% 28% 69%(7)

Net Assets, End of Period
(in thousands) $12,390 $15,457 $26,315 $14,795 $13,365

(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.

(7) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended October 31, 1997.

18 American Century Investments 1-800-345-3533

PERFORMANCE INFORMATION OF OTHER CLASS

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 investors

* 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 of the fund as a percentage of average net
assets

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

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

www.americancentury.com American Century Investments 19

REAL ESTATE FUND

Investor Class

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

Per-Share Data
2001 2000 1999 1998(1) 1997 1996
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $11.74 $12.10 $16.12 $16.06 $12.29 $9.82
--------- --------- --------- --------- --------- ---------
Income (Loss) From Investment Operations
Net Investment Income 0.71(2) 0.74(2) 0.73(2) 0.25(2) 0.67(2) 0.55

From Net Investment Income (0.59) (0.69) (0.54) (0.18) (0.48) (0.35)

Net Asset Value, End of Period $14.00 $11.74 $12.10 $16.12 $16.06 $12.29
========= ========= ========= ========= ========= =========
Total Return(3) 24.57% 2.87% (21.04)% 3.26% 40.69% 29.28%

Ratios/Supplemental Data

Ratio of Operating Expenses to
Average Net Assets
(before expense waivers
and reimbursements)(5) 1.19% 1.20% 1.20% 1.20%(4) 1.82% 6.83%

Ratio of Net Investment
Income to Average
Net Assets 5.32% 5.95% 5.41% 3.75%(4) 4.48% 5.84%

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers
and reimbursements)(5) 5.32% 5.95% 5.41% 3.70%(4) 3.84% 0.01%

Portfolio Turnover Rate 242% 102% 66% 28% 69% 86%

Net Assets, End of Period
(in thousands) $74,776 $73,812 $110,285 $135,922 $76,932 $7,209

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

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

(4) Annualized.

20 American Century Investments 1-800-345-3533

NOTES

www.americancentury.com American Century Investments 21

[back page]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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

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

0108
SH-PRS-25831

[front cover]

Your
American Century
prospectus

Equity Index Fund

[american century logo and text logo (reg. sm)]

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

Dear Investor,

Sincerely,

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

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

TABLE OF CONTENTS

An Overview of the Fund ................................................... 4
Fund Performance History .................................................. 5
Fees and Expenses ......................................................... 6
Objectives, Strategies and Risks .......................................... 7
Management ................................................................ 9
Investing with American Century ........................................... 10
Share Price and Distributions ............................................. 14
Taxes ..................................................................... 15
Multiple Class Information ................................................ 17
Financial Highlights ...................................................... 18

[left margin]

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

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

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

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

The fund seeks to match, as closely as possible, the investment characteristics
and results of the S&P 500 Composite Price Index (S&P 500 Index). The fund
managers buy and sell stocks and other securities in order to build an
investment portfolio that seeks to match the investment characteristics of the
S&P 500 Index. To build this portfolio, the fund managers will invest primarily
in the stocks contained in the S&P 500 Index in accordance with their weightings
in the index. A more detailed description of the fund's investment strategies
and risks begins on page 7.

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

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

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

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for a short period of time

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

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

[left margin]

[Graphic of pointing finger]
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. For current performance information, please call us at
1-800-345-2021 or visit us at www.americancentury.com.

4 American Century Investments 1-800-345-2021

FUND PERFORMANCE HISTORY

EQUITY INDEX FUND

Annual Total Returns(1)

[bar chart data below]

Equity Index Fund
--------------------------------------------------------------------------------
2000 -9.64%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the
fund's year-to-date return was -6.65%.

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

Highest Lowest
--------------------------------------------------------------------------------
Equity Index Fund 5.86% (2Q 2001) -11.82% (1Q 2001)

Average Annual Total Returns

For the calendar year ended December 31, 2000 1 year Life of Fund
--------------------------------------------------------------------------------
Equity Index -9.64% 4.14%(1)

S&P 500 Index -9.10% 4.81%(2)

(1) The inception date for the fund is February 26, 1999.

(2) Since February 28, 1999, the date closest to the fund's inception for which
data is available.

[left margin]

[Graphic of pointing finger]
For current performance information, please call us at 1-800-345-2021 or visit
us at www.americancentury.com.

www.americancentury.com American Century Investments 5

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

(1) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as 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 the fund with the costs of investing in other mutual funds.
Assuming you . . .

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-------------------------------------------------------------------------------
Equity Index $50 $157 $274 $615

[left margin]

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

6 American Century Investments 1-800-345-2021

OBJECTIVES, STRATEGIES AND RISKS

EQUITY INDEX FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

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

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

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

The fund managers do not attempt to time the market. When the managers believe
it is prudent, the fund may invest a portion of its assets in NONLEVERAGED stock
index futures contracts. 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 contracts and
similar derivative securities to help manage the risk of these types of
investments. 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.

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

[left margin]

MARKET CAPITALIZATION is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share

NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

www.americancentury.com American Century Investments 7

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
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.

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

Market performance tends to be cyclical, and, in the various cycles, certain
investment styles may fall in and out of favor. If the market is not favoring
the stocks contained in the S&P 500 Index, the fund's gains may not be as big
as, or its losses may be bigger than, other equity funds using different
investment styles.

8 American Century Investments 1-800-345-2021

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

THE 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 shares of the fund. The amount of the management fee is
calculated daily and paid monthly in arrears.

FUNDAMENTAL INVESTMENT POLICIES

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

[left margin]

[Graphic of pointing finger]

CODE OF ETHICS

American Century has a Code of Ethics designed to ensure that the interests of
fund shareholders come before the interests of the people who manage the fund.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or 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.

www.americancentury.com American Century Investments 9

INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------
BY TELEPHONE

Investor Relations
1-800-345-2021

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

Automated Information Line
1-800-345-8765

[Graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

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

www.americancentury.com

[Graphic of computer]

OPEN AN ACCOUNT

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Not available.

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

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

Fax
816-340-7962

[Graphic of envelope]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

SELL SHARES

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

10 American Century Investments 1-800-345-2021

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

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.

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

[Graphic of revolving arrows]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

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

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

[Graphic of wire machine]

OPEN AN ACCOUNT

Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

* Our bank information:
Commerce Bank N.A.
Routing No. 101000019
Account No. Please call for the appropriate account number
* The fund name
* Your American Century account number, if known*
* Your name
* The contribution year (for IRAs only)

* For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the "Open an account" wire instructions.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

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

[Graphic of person]

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

4500 Main St. 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 10350 Park Meadows Drive
Mountain View, California Littleton, Colorado
8 a.m. to 5 p.m., Monday - Friday 8:30 a.m. to 5:30 p.m., Monday - Friday

www.americancentury.com American Century Investments 11

MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account the minimum investment is:
--------------------------------------------------------------------------------

Individual or Joint $10,000
--------------------------------------------------------------------------------
Traditional IRA(1) $10,000
--------------------------------------------------------------------------------
Roth IRA(1) $10,000
--------------------------------------------------------------------------------
Education IRA N/A
--------------------------------------------------------------------------------
UGMA/UTMA $10,000
--------------------------------------------------------------------------------
403(b) $10,000
--------------------------------------------------------------------------------
Qualified Retirement Plans $10,000(2)

(1) To establish a traditional or Roth IRA in the fund, you will need to
exchange from another American Century IRA, transfer from another
custodian or roll over a minimum of $10,000 in order to meet the
fund's minimum.

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

REDEMPTIONS

In addition, we reserve the right to delay delivery of 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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

[left margin]

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

[Graphic of pointing finger]
A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

12 American Century Investments 1-800-345-2021

MODIFYING OR CANCELING AN INVESTMENT

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.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

[left margin]

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

www.americancentury.com American Century Investments 13

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 by a fund, as well as CAPITAL GAINS realized by
a fund on the sale of its investment securities.

[left margin]

CAPITAL GAINS are increases in the values of capital assets, such as stock,
from the time the assets are purchased

14 American Century Investments 1-800-345-2021

TAXES

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

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

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

[left margin]

[Graphic of pointing finger]
BUYING A DIVIDEND

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

www.americancentury.com American Century Investments 15

Taxes on Transactions

16 American Century Investments 1-800-345-2021

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 from 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.

www.americancentury.com American Century Investments 17

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 investors

* 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 - the operating expenses of the fund as a percentage of average
net assets

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

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

18 American Century Investments 1-800-345-2021

EQUITY INDEX FUND

Investor Class

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

Per-Share Data
2001 2000 1999(1)
-------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.99 $5.20 $5.00
---------- ---------- ----------
Income From Investment Operations
Net Investment Income(2) 0.05 0.05 0.01

Net Realized and Unrealized Gain
(Loss) on Investment Transactions (1.36) 0.83 0.19
---------- ---------- ----------
Total From Investment Operations (1.31) 0.88 0.20
---------- ---------- ----------
Distributions
From Net Investment Income (0.05) (0.05) --

In Excess of Net Realized Gains -- (0.04) --
---------- ---------- ----------
Total Distributions (0.05) (0.09) --
---------- ---------- ----------
Net Asset Value, End of Period $4.63 $5.99 $5.20
========== ========== ==========
Total Return(3) (22.04)% 17.17% 4.00%

Ratios/Supplemental Data
2001 2000 1999(1)
-------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.49% 0.49% 0.49%(4)

Ratio of Net Investment Income
to Average Net Assets 0.83% 0.94% 1.13%(4)

Portfolio Turnover Rate 10% 13% 0%

Net Assets, End of Period
(in thousands) $71,415 $68,905 $17,010

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

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

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

(4) Annualized.

www.americancentury.com American Century Investments 19

[back page]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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

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

0108
SH-PRS-25815

[front cover]

Your
American Century
prospectus

Equity Index Fund

[american century logo and text logo (reg. sm)]

AUGUST 1, 2001
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.

American Century Investment Services, Inc.

Dear Investor,

Naturally, you may have questions about investing after you read through the
Prospectus. Please contact your investment professional with questions or for
more information about our funds.

Sincerely,

[signature]
W. Gordon Snyder
President, Chief Marketing Officer
American Century Investment Services, Inc.

[left margin]

[american century logo and text logo (reg. sm)]

American Century
Investments

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

Table of Contents
An Overview of the Fund ................................................... 4
Fund Performance History .................................................. 5
Fees and Expenses ......................................................... 6
Objectives, Strategies and Risks .......................................... 7
Management ................................................................ 9
Investing with American Century ........................................... 10
Share Price and Distributions ............................................. 14
Taxes ..................................................................... 15
Multiple Class Information ................................................ 17
Financial Highlights ...................................................... 18
Performance Information of Other Class .................................... 20

[left margin]

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

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

American Century Investments

An Overview of the Fund

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund 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

* seeking long-term capital growth from your investment

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

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for a short period of time

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

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

[left margin]

4 American Century Investments 1-800-345-3533

Fund Performance History

EQUITY INDEX FUND

ANNUAL TOTAL RETURNS(1)

[bar chart data below]

Equity Index Fund
--------------------------------------------------------------------------------
2000 -9.29%

(1) As of June 30, 2001, the end of the most recent calendar quarter, the
fund's year-to-date return was -6.73%.

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

Highest Lowest
--------------------------------------------------------------------------------
Equity Index Fund 2.27% (1Q 2000) -7.92% (4Q 2000)

AVERAGE ANNUAL TOTAL RETURNS

For the calendar year ended December 31, 2000 1 year Life of Fund(1)
--------------------------------------------------------------------------------
Equity Index -9.29% 4.44%

S&P 500 Index -9.10% 4.81%(2)

(1) The inception date for the fund is February 26, 1999.

(2) Since February 28, 1999, the date closest to the fund's inception for which
data is available.

[left margin]

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

[Graphic of pointing finger]
For current performance information, please call us at 1-800-345-3533 or visit
us at www.americancentury.com.

www.americancentury.com American Century Investments 5

Fees and Expenses

There are no sales loads, fees or other charges

* to buy fund shares directly from American Century

* to reinvest dividends in additional shares

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

* to redeem your shares

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

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

Management Distribution and Other Total Annual Fund
Fee Service (12b-1) Fees Expenses(1) Operating Expenses
-------------------------------------------------------------------------------------------
Equity Index 0.29% None 0.00% 0.29%

(1) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as 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 the fund with the costs of investing in other mutual funds.
Assuming you . . .

* invest $10,000 in the fund

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

* earn a 5% return each year

* incur the same operating expenses as shown above

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

1 year 3 years 5 years 10 years
-------------------------------------------------------------------------------

Equity Index $30 $93 $163 $368

[left margin]

[Graphic of pointing finger]
When purchasing through a financial intermediary you may be charged a fee.

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

6 American Century Investments 1-800-345-3533

Objectives, Strategies and Risks

EQUITY INDEX FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers do not attempt to time the market. When the managers believe
it is prudent, the fund may invest a portion of its assets in NONLEVERAGED 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 contracts and similar derivative securities to help manage the
risk of these types of investments. 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.

[left margin]

MARKET CAPITALIZATION is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share

NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

www.americancentury.com American Century Investments 7

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

8 American Century Investments 1-800-3453533

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 shares of the fund. The amount of the management fee is
calculated daily and paid monthly in arrears.

FUNDAMENTAL INVESTMENT POLICIES

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CODE OF ETHICS

American Century has a Code of Ethics designed to ensure that the interests of
fund shareholders come before the interests of the people who manage the fund.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or 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.

www.americancentury.com American Century Investments 9

Investing with American Century

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

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

MINIMUM INITIAL INVESTMENT AMOUNTS

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

10 American Century Investments 1-800-345-3533

WAYS TO MANAGE YOUR ACCOUNT
--------------------------------------------------------------------------------
BY TELEPHONE

Service Representative
1-800-345-3533

[Graphic of telephone]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

Call a Service Representative.

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

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

Fax
816-340-4655

[Graphic of envelope]

OPEN AN ACCOUNT

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

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

SELL SHARES

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

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

[Graphic of revolving arrows]

OPEN AN ACCOUNT

Not available.

EXCHANGE SHARES

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

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES

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

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

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

[Graphic of wire machine]

OPEN AN ACCOUNT

Call to set up your account or mail a completed application to the address
provided in the "By mail" section. Give your bank the following information to
wire money.

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

* For additional investments only

MAKE ADDITIONAL INVESTMENTS

Follow the "Open an account" wire instructions.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

12 www.americancentury.com American Century Investments

REDEMPTIONS

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order. Each time
you make an investment with American Century, there is a seven-day holding
period before you can redeem those shares, unless you provide us with
satisfactory proof that your purchase funds have cleared. However, investments
by wire require only a one-day holding period.

In addition, we reserve the right to delay delivery of 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 value of the fund's assets if that amount 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 in cash. The fund
managers would select these securities from the fund's portfolio. A payment in
securities can help the fund's remaining shareholders avoid tax liabilities
that they might otherwise have incurred had the fund sold securities
prematurely to pay the entire redemption amount in cash.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

MODIFYING OR CANCELING AN INVESTMENT

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.

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[Graphic of pointing finger]
A redemption is the sale of all or a portion of the shares in an account,
including those sold as a part of an exchange to another American Century
account.

A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares.

12 American Century Investments 1-800-345-3533

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

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

www.americancentury.com American Century Investments 13

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

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CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

14 American Century Investments 1-800-345-3533

Taxes

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

Tax-Deferred Accounts

Taxable Accounts

If you own fund shares through a taxable account, you may be taxed on your
investments if the fund makes distributions or if you sell your fund shares.

Taxability of Distributions

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
(1-5 years) 10% 20%
-------------------------------------------------------------------------------
Long-term capital gains
(5 years) 8% 20%(1)

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

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BUYING A DIVIDEND

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

www.americancentury.com American Century Investments 15

Taxes on Transactions

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 pay 31% of dividends, capital gains
distributions and redemption proceeds to the IRS.

16 American Century Investments 1-800-345-3533

Multiple Class Information

American Century offers two classes of the fund: Investor Class and
Institutional Class. The shares offered by this Prospectus are Institutional
Class shares and are offered primarily through employer-sponsored retirement
plans or through institutions like banks, broker-dealers and insurance
companies.

The Investor Class, which has no up-front or deferred charges, commissions or
12b-1 fees, is offered primarily to retail investors. The Investor Class has
different fees, expenses and/or minimum investment requirements than the
Institutional Class. The difference in the fee structures among the classes is
the result of their separate arrangements for shareholder and distribution
services and not the result of any difference in amounts charged by the advisor
for core investment advisory services. Accordingly, the core investment advisory
expenses do not vary by class. Different fees and expenses will affect
performance. For additional information concerning the Investor Class, call us
at 1-800-345-2021. You also can contact a sales representative or financial
intermediary who offers that class of shares.

www.americancentury.com American Century Investments 17

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 investors

* 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 - the operating expenses of the fund as a percentage of average
net assets

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

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

18 American Century Investments 1-800-345-3533

EQUITY INDEX FUND

Institutional Class

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

Per-Share Data

2001 2000 1999(1)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.99 $5.20 $5.00
---------- ---------- ----------
Income From Investment Operations
Net Investment Income(2) 0.06 0.06 0.01

Net Realized and Unrealized Gain
(Loss) on Investment Transactions (1.35) 0.84 0.19
---------- ---------- ----------
Total From Investment Operations (1.29) 0.90 0.20
---------- ---------- ----------
Distributions
From Net Investment Income (0.06) (0.07) --

In Excess of Net Realized Gains -- (0.04) --
---------- ---------- ----------
Total Distributions (0.06) (0.11) --
---------- ---------- ----------
Net Asset Value, End of Period $4.64 $5.99 $5.20
========== ========== ==========
Total Return(3) (21.72)% 17.43% 4.00%

Ratios/Supplemental Data
2001 2000 1999(1)
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.29% 0.29% 0.29%(4)

Ratio of Net Investment Income
to Average Net Assets 1.03% 1.14% 1.33%(4)

Portfolio Turnover Rate 10% 13% 0%

Net Assets, End of Period
(in thousands) $441,959 $398,560 $264,580

(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 returns for periods less than one
year are not annualized.

(4) Annualized.

www.americancentury.com American Century Investments 19

Performance Information of Other Class

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 investors

* 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 of the fund as a percentage of average
net assets

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

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

20 American Century Investments 1-800-345-3533

EQUITY INDEX FUND

Investor Class

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

Ratios/Supplemental Data
2001 2000 1999(1)
-------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.49% 0.49% 0.49%(4)

Ratio of Net Investment Income
to Average Net Assets 0.83% 0.94% 1.13%(4)

Portfolio Turnover Rate 10% 13% 0%

Net Assets, End of Period
(in thousands) $71,415 $68,905 $17,010

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

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

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

(4) Annualized.

www.americancentury.com American Century Investments 21

Notes

22 American Century Investments 1-800-345-3533

Notes

www.americancentury.com American Century Investments 23

[back page]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Statement of Additional Information(SAI)

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

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location
and hours.

On the Internet * EDGAR database at www.sec.gov

* By email request at publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]
AMERICAN CENTURY INVESTMENTS
P.O. Box 419385
Kansas City, Missouri 64141-6385

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

0108
SH-PRS-25816

[front cover]

AMERICAN CENTURY
statement of
additional information

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

August 1, 2001
American Century Capital Portfolios, Inc.

THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUNDS'
PROSPECTUSES, DATED AUGUST 1, 2001, 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
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.

American Century Investment Services, Inc.

[american century logo and text logo (reg. sm)]

TABLE OF CONTENTS

The Funds' History ........................................................ 2
Fund Investment Guidelines ................................................ 2
Fund Investments and Risks ................................................ 4
Investment Strategies and Risks ...................................... 4
Investment Policies .................................................. 14
Portfolio Turnover ................................................... 18
S&P 500 Index .................................................... 18
Management ................................................................ 19
The Board of Directors ............................................... 19
Officers ............................................................. 22
Codes of Ethics ...................................................... 24
The Funds' Principal Shareholders ......................................... 24
Service Providers ......................................................... 27
Investment Advisor ................................................... 27
Subadvisors .......................................................... 29
Transfer Agent and Administrator ..................................... 30
Distributor .......................................................... 31
Other Service Providers ................................................... 31
Custodian Banks ...................................................... 31
Independent Auditors ................................................. 31
Brokerage Allocation ...................................................... 31
Information about Fund Shares ............................................. 32
Multiple Class Structure ............................................. 33
Buying and Selling Fund Shares ....................................... 37
Valuation of a Fund's Securities ..................................... 37
Taxes ..................................................................... 38
Federal Income Taxes ................................................. 38
State and Local Taxes ................................................ 40
Taxation of Certain Mortgage REITs ................................... 40
How Fund Performance Information Is Calculated ............................ 40
Performance Comparisons .............................................. 42
Permissible Advertising Information .................................. 43
Multiple Class Performance Advertising ............................... 43
Financial Statements ...................................................... 43
Explanation of Fixed-Income Securities Ratings ............................ 43

www.americancentury.com American Century Investments 1

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, and tax identification and stock registration numbers.

INVESTOR CLASS ADVISOR CLASS
---------------------------------------------------------------------------------------------------------
Fund Ticker Symbol Inception Date Ticker Symbol Inception Date
----------------------------------------------------------------------------------------------------------
Large Cap Value ALVIX 07/30/99 N/A 10/26/00
----------------------------------------------------------------------------------------------------------
Value TWVLX 09/01/93 TWADX 10/02/96
----------------------------------------------------------------------------------------------------------
Small Cap Value ASVIX 07/31/98 ACSCX 12/31/99
----------------------------------------------------------------------------------------------------------
Equity Income TWEIX 08/01/94 TWEAX 03/07/97
----------------------------------------------------------------------------------------------------------
Equity Index ACIVX 02/26/99 N/A N/A
----------------------------------------------------------------------------------------------------------
Real Estate REACX 09/21/95 N/A 10/06/98
----------------------------------------------------------------------------------------------------------

INSTITUTIONAL CLASS C CLASS
----------------------------------------------------------------------------------------------------------
Fund Ticker Symbol Inception Date Ticker Symbol Inception Date
----------------------------------------------------------------------------------------------------------
Large Cap Value N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------
Value AVLIX 07/31/97 N/A 6/4/01
----------------------------------------------------------------------------------------------------------
Small Cap Value N/A 10/26/98 N/A 6/1/01
----------------------------------------------------------------------------------------------------------
Equity Income N/A 07/08/98 N/A 7/13/01
----------------------------------------------------------------------------------------------------------
Equity Index ACQIX 02/26/99 N/A N/A
----------------------------------------------------------------------------------------------------------
Real Estate REAIX 06/16/97 N/A N/A
----------------------------------------------------------------------------------------------------------

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 4. In the case of the funds' principal investment
strategies, these descriptions elaborate upon discussions contained in the
Prospectuses.

Large Cap Value, Value, Small Cap Value and Equity Income are each diversified
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
or own more than 10% of the outstanding voting securities of a single issuer.

2 American Century Investments 1-800-345-2021

Equity Index and Real Estate are non-diversified as defined in the Investment
Company Act. Non-diversified means that the proportion of the funds' assets that
may be invested in the securities of a single issuer is not limited by the
Investment Company Act.

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 vary 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 on the following pages. It is the advisor's intention that each fund
generally will consist of common stocks and equity-equivalent securities.
However, subject to the specific limitations applicable to a fund, the fund
management teams may invest the assets of each fund in varying amounts using
other investment techniques, such as those reflected in the table below, when
such a course is deemed appropriate to pursue a fund's investment objective.
Senior securities that are high-grade issues, in the opinion of the managers,
also may be purchased for defensive purposes.

Income is a primary or secondary objective of the Large Cap Value, Value, Small
Cap Value, Equity Income and Real Estate funds. As a result, a portion of the
portfolio of each of these funds may consist of debt securities.

So long as a sufficient number of acceptable securities are available, the fund
managers intend to keep the funds fully invested. However, under exceptional
conditions, the funds may assume a defensive position, temporarily investing all
or a substantial portion of their assets in cash or short-term securities.

The managers may use stock index futures and options as a way to expose the
funds' cash assets to the market while maintaining liquidity. As mentioned in
the Prospectuses, the managers may not leverage the funds' portfolios, so there
is no greater market risk to the funds than if they purchase stocks. See
Derivative Securities, page 8, and Short-Term Securities, page 10 and Futures
and Options, page 11.

www.americancentury.com American Century Investments 3

FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

This section describes investment vehicles and techniques the fund managers can
use in managing a fund's assets. It also details the risks associated with each,
because each investment vehicle and technique contributes to a fund's overall
risk profile. To determine whether a fund may invest in a particular investment
vehicle, consult the table below.

Large Cap Small Cap Equity Equity Real Estate
Value Value Value Income Index Fund
-------------------------------------------------------------------------------------------------------------------
Equity Equivalents x x x x x x
Debt Securities x x x x x x
Foreign Securities 35% 35% 35% 35% x x
Convertible Debt Securities x x x x x x
Short Sales x x x x x x
Portfolio Lending 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3%
Derivative Securities x x x x x x
Investments in Companies with
Limited Operating Histories 5% 5% 5% 5% 5% 5%
Other Investment Companies 10% 10% 10% 10% 10% 10%
Repurchase Agreements x x x x x x
When-Issued and Forward
Commitment Agreements x x x x x x
Illiquid Securities 15% 15% 15% 15% 15% 15%
Restricted Securities x x x x x x
Short-Term Securities x x x x x x
Futures and Options x x x x x x
Forward Currency
Exchange Contracts x x x x x x
-------------------------------------------------------------------------------------------------------------------

Equity Equivalent Securities

In addition to investing in common stocks, the funds may invest in other equity
securities and equity equivalents, including securities that permit a fund to
receive an equity interest in an issuer, the opportunity to acquire an equity
interest in an issuer, or the opportunity to receive a return on its investment
that permits the fund to benefit from the growth over time in the equity of an
issuer. Examples of equity securities and equity equivalents include preferred
stock, convertible preferred stock and convertible debt securities.

Each fund will limit its holdings of convertible debt securities to those that,
at the time of purchase, are rated at least B- by S&P or B3 by Moody's, or, if
not rated by S&P or Moody's, are of equivalent investment quality as determined
by the advisor. A fund's investments in convertible debt securities and other
high-yield, non-convertible debt securities rated below investment-grade will
comprise less than 35% of the fund's net assets. Debt securities rated below the
four highest categories are not considered "investment-grade" obligations. These
securities have speculative characteristics and present more credit risk than
investment-grade obligations. For a description of the S&P and Moody's ratings
categories, see Explanation of Fixed-Income Securities Ratings, page 43. Equity
equivalents also may include securities whose value or return is derived from
the value or return of a different security. Depositary receipts, which are
described in the Foreign Securities, page 6, are an example of the type of
derivative security in which a fund might invest.

4 American Century Investments 1-800-345-2021

Debt Securities

Each of the funds may invest in debt securities. The primary or secondary
investment objective of Large Cap Value, Value, Small Cap Value, Equity Income
and Real Estate is income creation. As a result, these funds may invest in debt
securities when the fund managers believe such securities represent an
attractive investment for the funds. 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. The debt
securities that Equity Index invests in are generally short-term.

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 are part of a fund's fixed-income portfolio will be limited
primarily to "investment-grade" obligations. However, each fund may invest up to
5% of its assets in "high-yield" securities. "Investment grade" means that at
the time of purchase, such obligations are rated within the four highest
categories by a nationally recognized statistical rating organization (for
example, at least Baa by Moody's Investors Service, Inc. or BBB by Standard &
Poor's Corporation), or, if not rated, are of equivalent investment quality as
determined by the fund's advisor. According to Moody's, bonds rated Baa are
medium-grade and possess some speculative characteristics. A BBB rating by S&P
indicates S&P's belief that a security exhibits a satisfactory degree of safety
and capacity for repayment, but is more vulnerable to adverse economic
conditions and changing circumstances.

"High-yield" securities, sometimes referred to as "junk bonds," are higher risk,
non-convertible debt obligations that are rated below investment-grade
securities, or are unrated, but with similar credit quality.

There are no credit or maturity restrictions on the fixed-income securities in
which the high-yield portion of a fund's portfolio may be invested. Debt
securities rated lower than Baa by Moody's or BBB by S&P, or their equivalent,
are considered by many to be predominantly speculative. Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered for purchase by the fund are analyzed by the investment manager to
determine, to the extent reasonably possible, that the planned investment is
sound, given the fund's investment objective. See Explanation of Fixed-Income
Securities Ratings, page 43.

If the aggregate value of high-yield securities exceeds 5% because of their
market appreciation or other assets' depreciation, the funds will not
necessarily sell them. Instead, the fund managers will not purchase additional
high-yield securities until their value is less than 5% of the fund's assets.
Fund managers will monitor these investments to determine whether holding them
will likely help the fund meet its investment objectives.

In addition, the value of a fund's investments in fixed-income securities will
change as prevailing interest rates change. In general, the prices of such
securities vary inversely with interest rates. As prevailing interest rates
fall, the prices of bonds and other securities that trade on a yield basis
generally rise. When prevailing interest rates rise, bond prices generally fall.
Depending upon the particular amount and type of fixed-income securities
holdings of a fund, these changes may impact the net asset value of that fund's
shares.

Even though 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.

www.americancentury.com American Century Investments 5

Foreign Securities

Each fund may invest in the securities of foreign issuers, including foreign
governments and their agencies, when these securities meet their standards of
selection. In determining whether a company is foreign, the fund managers will
consider various factors, including where the company is headquartered, where
the company's principal operations are located, where the company's revenues are
derived, where the principal trading market is located and the country in which
the company was legally organized. The weighting given to each of these factors
will vary depending on the circumstances in a given case.

The funds may make such investments either directly in foreign securities or
indirectly by purchasing depositary receipts for foreign securities. Depositary
receipts, depositary shares or similar instruments 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. The funds will limit their purchase of foreign securities to
those of issuers whose principal business activities are located in developed
countries. The funds consider developed countries to include Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore,
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, confiscatory taxation and
limitations on the removal of funds or other assets also could adversely affect
the value of investments. Further, the funds may find it difficult or be unable
to enforce ownership rights, pursue legal remedies or obtain judgments in
foreign courts.

REGULATORY RISK - Foreign companies generally are not subject to the regulatory
controls imposed on U.S. issuers and, in general, there is less publicly
available information about foreign securities than is available about domestic
securities. Many foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by the funds may be reduced by a withholding tax at the source,
which would reduce dividend income payable to shareholders.

MARKET AND TRADING RISK - Brokerage commission rates in foreign countries, which
generally are fixed rather than subject to negotiation as in the United States,
are likely to be higher. The securities markets in many of the countries in
which the funds invest 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

6 American Century Investments 1-800-345-2021

significant part of the trading volume in a particular country, resulting in
higher trading costs and decreased liquidity due to a lack of alternative
trading partners. There generally is less government regulation and supervision
of foreign stock exchanges, brokers and issuers, which may make it difficult to
enforce contractual obligations.

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. The funds' inability to
make intended security purchases due to clearance and settlement problems could
cause them 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. 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, as with all
fixed-income securities, there can be no assurance of current income because the
issuers of the convertible debt 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 subordinate to other similar but
nonconvertible 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 debt
securities typically have lower ratings from ratings organizations than similar
non-convertible securities.

Short Sales

A fund may engage in short sales for cash management purposes only 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 consisting of
cash, cash equivalents or other appropriate liquid securities in an amount
sufficient to meet the purchase price will be maintained by the fund's
custodian.

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

www.americancentury.com American Century Investments 7

federal income tax purposes. There will be additional transaction costs
associated with short sales, but the fund will endeavor to offset these costs
with income from the investment of the cash proceeds of short sales.

Portfolio Lending

In order to realize additional income, a fund may lend its portfolio securities.
Such loans may not exceed one-third of the fund's total assets valued at market
except

* through the purchase of debt securities in accordance with its investment
objectives, policies and limitations, or

* by engaging in repurchase agreements with respect to portfolio securities.

Derivative Securities

To the extent permitted by its investment objectives and policies, each fund may
invest in derivative securities. Generally, a derivative security is a financial
arrangement, having a value 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 derivative securities, 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 derivative securities 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 risks associated with investing in derivative securities, 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 and provides that a fund
may not invest in a derivative security if it would be possible for a fund to
lose more money than it had invested. 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.

8 American Century Investments 1-800-345-2021

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 these
issuers, when available, may be incomplete or inaccurate.

Repurchase Agreements

Each fund may invest in repurchase agreements when they 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 a 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 collateral for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the seller's ability 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. 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 by the funds' advisor.

Repurchase agreements maturing in more than seven days would count toward a
fund's 15% limit on illiquid securities.

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, but not more than 120 days, later).

For example, a fund may sell a security and at the same time make a commitment
to purchase the same or a comparable security at a future date and specified
price. Conversely, a fund may purchase a security and at the same time make a
commitment to sell the same or a comparable security at a future date and
specified price. These types of transactions are executed simultaneously in what
are known as dollar-rolls, cash and carry, or financing transactions. For
example, a broker-dealer may seek to purchase a particular security that a fund
owns. The fund will sell that security to the broker-dealer and simultaneously
enter into a forward commitment agreement to buy it back at a future date. This
type of transaction generates income for the fund if the dealer is willing to
execute the transaction at a favorable price in order to acquire a specific
security.

www.americancentury.com American Century Investments 9

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 the security may decline prior to delivery,
which could result in a loss to the fund. While the fund will make commitments
to purchase or sell securities with the intention of actually receiving or
delivering them, it may sell the securities before the settlement date if doing
so is deemed advisable as a matter of investment strategy.

In purchasing securities on a when-issued or forward commitment basis, a fund
will establish and maintain a segregated account consisting of cash, cash
equivalents or other appropriate liquid securities until the settlement date in
an amount sufficient to meet the purchase price. When the time comes to pay for
the when-issued securities, a fund will meet its obligations with available
cash, through the sale of securities, or, although it would not normally expect
to do so, by selling the when-issued securities themselves (which may have a
market value greater or less than the fund's payment obligation). Selling
securities to meet when-issued or forward commitment obligations may generate
taxable capital gains or losses.

Restricted and Illiquid Securities

The funds may 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 privately
placed with and traded among qualified institutional investors rather than the
general public. Although Rule 144A securities are considered restricted
securities, they are not necessarily illiquid.

With respect to securities eligible for resale under Rule 144A, the staff of the
Securities and Exchange Commission (SEC) has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the Board of Directors to determine, based
upon a consideration of the readily available trading markets and the review of
any contractual restrictions. Accordingly, the Board of Directors is responsible
for developing and establishing the guidelines and procedures for determining
the liquidity of Rule 144A securities. As allowed by Rule 144A, the Board of
Directors 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 these securities is limited to certain
qualified institutional investors, their liquidity 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 that fund's liquidity.

Short-Term Securities

In order to meet anticipated redemptions, anticipated purchases of additional
securities for a fund's portfolio, or, in some cases, for temporary defensive
purposes, the funds may invest a portion of their assets in money market and
other short-term securities.

Examples of those securities include:

* Securities issued or guaranteed by the U.S. government and its agencies and
instrumentalities;

* Commercial Paper;

* Certificates of Deposit and Euro Dollar Certificates of Deposit;

* Bankers' Acceptances;

* Short-term notes, bonds, debentures or other debt instruments; and

* Repurchase agreements.

10 American Century Investments 1-800-345-2021

Under the Investment Company Act, a fund's investment in other investment
companies (including money market funds) 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. These investments may include investments in money
market funds managed by the advisor.

Other Investment Companies

Each of the funds may invest up to 10% of its total assets in other mutual funds
provided that the investment is consistent with the fund's investment policies
and restrictions. Under the Investment Company Act, a fund's investment in these
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 of any 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.

Futures and Options

Each fund may enter into futures contracts, options or options on futures
contracts. 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.
Generally, futures transactions will be used to:

* protect against a decline in market value of the funds' 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 fund managers may engage in futures and
options transactions based on securities indices provided that the transactions
are consistent with the fund's investment objectives. Examples of indices that
may be used include the Bond Buyer Index of Municipal Bonds for fixed-income
funds, or the S&P 500 Index for equity funds. The managers 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.

www.americancentury.com American Century Investments 11

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 ensure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. A margin deposit does not constitute a margin
transaction 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 accounts generally is not
income-producing. However, coupon-bearing securites, such as Treasury bills and
bonds, held in margin accounts generally will earn income. Subsequent payments
to and from the broker, called variation margin, will be made on a daily basis
as the price of the underlying debt securities or index fluctuates, making the
future more or less valuable, a process known as marking the contract to market.
Changes in variation margin are recorded by the fund as unrealized gains or
losses. At any time prior to expiration of the future, the fund may elect to
close the position by taking an opposite position. 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 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

12 American Century Investments 1-800-345-2021

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 was written and would keep the contract open until the obligation to
deliver it 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 enough cash or securities on its records 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 8.

The funds expect to use forward currency contracts under two circumstances:

(1) When the fund managers are purchasing or selling a security denominated in a
foreign currency and wish to lock in the U.S. dollar price of that security,
the fund managers would be able to enter into a forward currency contract to
do so; or

(2) When the fund managers believe 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 currency 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
currency 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
and the subject foreign currency.

www.americancentury.com American Century Investments 13

In 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 forward currency 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 enough cash or securities on
its records to cover its obligations under the contract.

The precise matching of forward currency contracts in the amounts and values of
securities involved generally would not be possible because the future values of
foreign currencies will change due to market movements in the values of those
securities between the date the forward currency contract is entered into and
the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of a 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 currency contracts when they determine that a fund's best interests may
be served.

When the forward currency contract matures, 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 currency contract with the same currency trader
that obligates 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 currency 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 that the fund is obligated to deliver.

INVESTMENT POLICIES

Unless otherwise indicated, with the exception of the percentage limitations on
borrowing, the following policies apply at the time a fund enters into a
transaction. 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 policies.

Fundamental Investment Policies

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

Subject Policy
--------------------------------------------------------------------------------
Senior Securities A fund may not issue senior securities, except as
permitted under the
Investment Company Act.
--------------------------------------------------------------------------------
Borrowing A fund may not borrow money, except for temporary or
emergency purposes (not for leveraging or investment) in an
amount exceeding 33 1/3% of the fund's total assets.
--------------------------------------------------------------------------------
Lending A fund may not lend any security or make any other loan
if, as a result, more than 33 1/3% of the fund's total assets
would be lent to other parties except, (i) through the purchase
of debt securities in accordance with its investment objectives,
policies and limitations, or (ii) by engaging in repurchase
agreements with respect to portfolio securities.
--------------------------------------------------------------------------------

14 American Century Investments 1-800-345-2021

Subject Policy
--------------------------------------------------------------------------------
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). Equity Index may be
concentrated to the extent that the S&P 500 is concentrated.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

For purposes of the investment restrictions relating to lending and borrowing,
the funds have received an exemptive order from the SEC regarding an interfund
lending program. Under the terms of the exemptive order, the funds may borrow
money from or lend money to other ACIM-advised funds that permit these
transactions. All such transactions will be subject to the limits for borrowing
and lending set forth above. The funds will borrow money through the program
only when the costs are equal to or lower than the costs of short-term bank
loans. Interfund loans and borrowings normally extend only overnight, but can
have a maximum duration of seven days. The funds will lend through the program
only when the returns are higher than those available from other short-term
instruments (such as repurchase agreements). The funds may have to borrow from a
bank at a higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost investment
opportunity or additional borrowing costs.

For purposes of the investment restriction relating to concentration, Large Cap
Value, Value, Small Cap Value and Equity Income shall not purchase any
securities that would cause 25% or more of the value of the fund's total assets
at the time of purchase to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry, provided
that (a) there is no limitation with respect to obligations issued or guaranteed
by the U.S. government; any state, territory or possession of the United States;
the District of Columbia; or any of their authorities, agencies,
instrumentalities or political subdivisions and repurchase agreements secured by
such obligations; (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 their 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.

www.americancentury.com American Century Investments 15

Nonfundamental Investment Policies

In addition, the funds are subject to the following investment policies that are
not fundamental and may be changed by the Board of Directors.

Subject Policy
--------------------------------------------------------------------------------
Leveraging A fund may not purchase additional investment securities
at any time when outstanding borrowings exceed 5% of the
total assets of the fund.
--------------------------------------------------------------------------------
Liquidity A fund may not purchase any security or enter into a
repurchase agreement if, as a result, more than 15% of its
net assets would be invested in illiquid securities.
Illiquid securities include repurchase agreements not
entitling the holder to payment of principal and interest
within seven days, and securities that are illiquid by virtue
of legal or contractual restrictions on resale or the absence
of a readily available market.
--------------------------------------------------------------------------------
Short Sales A fund may not sell securities short unless it owns or has
the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions
in futures contracts and options are not deemed to constitute
selling securities short.
--------------------------------------------------------------------------------
Margin A fund may not purchase securities on margin, except to
obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin payments
in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
--------------------------------------------------------------------------------
Futures and Options A fund may enter into futures contracts and write and buy
put and call options relating to futures contracts. A fund
may not, however, enter into leveraged futures transactions
if it would be possible for the fund to lose more money
than it invested.
--------------------------------------------------------------------------------
Issuers with Limited A fund may invest up to 5% of its assets in the securities
Operating Histories of issuers with limited operating histories. An issuer is
considered to have a limited operating history if it has a
record of less than three years of continuous operation.
Periods of capital formation, incubation, consolidations,
and research and development may be considered in determining
whether a particular issuer has a record of three years of
continuous operation.
--------------------------------------------------------------------------------

The Investment Company Act imposes certain additional restrictions upon the
funds' ability to acquire securities issued by insurance companies,
broker-dealers, underwriters or investment advisors, and upon transactions with
affiliated persons as defined by the act. 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.

Transactions with Subadvisor Affiliates

As described in further detail under the section titled Investment Advisor, J.P.
Morgan Investment Management Inc. (JPMIM) is subadvisor to the Real Estate Fund
pursuant to an agreement with American Century Investment Management, Inc.

The subadvisor, a wholly owned subsidiary of J.P. Morgan Chase & Co. (J.P.
Morgan Chase) and a corporation organized under the laws of the State of
Delaware, is a registered investment adviser under the Investment Advisers Act
of 1940, as amended. The subadvisor is located at 522 Fifth Avenue, New York,
New York 10036.

J.P. Morgan Chase, a bank holding company organized under the laws of the State
of Delaware, was formed from the merger of J.P. Morgan & Co. Incorporated with
and into The Chase Manhattan Corporation. J.P. Morgan Chase, together with its
predecessors, has been in the banking and investment advisory business for over
100 years and today, through JPMIM and its other subsidiaries (such as, Morgan
Guaranty Trust Company of New York [Morgan Guaranty], J.P. Morgan Securities
Inc., and J.P. Morgan Securities Ltd.), offers a wide range of banking and
investment management services to governmental,

16 American Century Investments 1-800-345-2021

institutional, corporate and individual clients. These subsidiaries are
hereafter referred to as Morgan affiliates.

J.P. Morgan Securities Inc. is a broker-dealer registered with the SEC and is a
member of the National Association of Securities Dealers. It is active as a
dealer in U.S. government securities and an underwriter of and dealer in U.S.
government agency securities and money market instruments.

J.P. Morgan Securities Ltd. underwrites, distributes, and trades international
securities, including Eurobonds, commercial paper, and foreign government bonds.
J. P. Morgan Chase issues commercial paper and long-term debt securities. Morgan
Guaranty and some of its affiliates issue certificates of deposit and create
bankers' acceptances.

The Real Estate Fund will not invest in securities issued or created by a Morgan
affiliate.

Certain activities of Morgan affiliates may affect the Real Estate Fund's
portfolio or the markets for securities in which the fund invests. In
particular, activities of Morgan affiliates may affect the prices of securities
held by the fund and the supply of issues available for purchase by the fund.
Where a Morgan affiliate holds a large portion of a given issue, the price at
which that issue is traded may influence the price of similar securities the
fund holds or is considering purchasing.

The Real Estate Fund will not purchase securities directly from Morgan
affiliates, and the size of Morgan affiliates' holdings may limit the selection
of available securities in a particular maturity, yield, or price range. The
fund will not execute any transactions with Morgan affiliates and will use only
unaffiliated broker-dealers. In addition, the fund will not purchase any
securities of U.S. government agencies during the existence of an underwriting
or selling group of which a Morgan affiliate is a member, except to the extent
permitted by law.

The Real Estate Fund's ability to engage in transactions with Morgan affiliates
is restricted by the SEC and the Federal Reserve Board. In JPMIM's opinion,
these limitations should not significantly impair the fund's ability to pursue
its investment objectives. However, there may be circumstances in which the fund
is disadvantaged by these limitations compared to other funds with similar
investment objectives that are not subject to these limitations.

In acting for its fiduciary accounts, including the Real Estate Fund, JPMIM will
not discuss its investment decisions or positions with the personnel of any
Morgan affiliate. JPMIM has informed the fund that, in making investment
decisions, it will not obtain or use material, non-public information in the
possession of any division or department of JPMIM or other Morgan affiliates.

The commercial banking divisions of Morgan Guaranty and its affiliates may have
deposit, loan, and other commercial banking relationships with issuers of
securities the Real Estate Fund purchases, including loans that may be repaid in
whole or in part with the proceeds of securities purchased by the fund. Except
as may be permitted by applicable law, the fund will not purchase securities in
any primary public offering when the prospectus discloses that the proceeds will
be used to repay a loan from Morgan Guaranty. JPMIM will not cause the fund to
make investments for the direct purpose of benefiting other commercial interests
of Morgan affiliates at the fund's expense.

www.americancentury.com American Century Investments 17

PORTFOLIO TURNOVER

The portfolio turnover rate of each fund is shown in the Financial Highlights
tables in that fund's Prospectus.

The fund managers will purchase and sell securities regardless of the length of
time the security has been held. Accordingly, the funds' portfolio turnover
rates may be substantial.

The fund managers intend to purchase a given security whenever they believe it
will contribute to the stated objective of a particular fund. In order to
achieve each fund's investment objectives, the fund managers may sell a given
security regardless of the length of time it has been held in the portfolio, and
regardless of the gain or loss realized on the sale. The managers may sell a
portfolio security if they believe that the security is not fulfilling its
purpose because, among other things, it did not live up to the managers'
expectations, because it may be replaced with another security holding greater
promise, because it has reached its optimum potential, 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 a particular security's anticipated
contribution to a fund's investment objective, the managers believe that the
rate of portfolio turnover is irrelevant when they determine that a change is in
order to pursue the fund's investment objective. As a result, a fund's annual
portfolio turnover rate cannot be anticipated and may be higher than that of
other mutual funds with similar investment objectives. Higher turnover would
generate correspondingly greater brokerage commissions, which is a cost the
funds pay directly. Portfolio turnover also may affect the character of capital
gains realized and distributed by the fund, if any, because short-term capital
gains are taxable as ordinary income.

Because the managers do not take portfolio turnover rate into account in making
investment decisions, (1) the managers have no intention of maintaining 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.

For the Real Estate Fund, the higher portfolio turnover rate for the fiscal year
ended March 31, 2001 was partially a result of increased investment and
redemption activity in the fund. The higher portfolio turnover rate was also
the result of a decision by the portfolio managers to reposition the fund's
security holdings in response to the slowing economy. The portfolio managers
sold securities to invest in companies they believe will perform better in
current market conditions.

S&P 500 INDEX

The Equity Index fund seeks to achieve a 95% or better correlation between its
total return and the total return of the S&P 500 Index. Correlation is measured
by comparing the fund's monthly total returns to those of the S&P 500 over the
most recent 36-month period.

The fund is not sponsored, endorsed, sold or promoted by Standard & Poor's (S&P)
, a division of The McGraw-Hill Companies, Inc. 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 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

18 American Century Investments 1-800-345-2021

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 it includes and S&P shall have no liability for any errors,
omissions, or interruptions therein. S&P makes no warranty, express or implied,
as to the results to be obtained by the fund, owners of the fund, or any other
person or entity from the use of the S&P 500 Index or any data included therein.
S&P makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the S&P 500 Index or any data included therein. Without limiting any
of the foregoing, in no event shall S&P have any liability for any special,
punitive, indirect or consequential damages (including lost profits), even if
notified of the possibility of such damages.

In the future, the fund may select a different index if such a standard of
comparison is deemed to be more representative of the performance of the
securities the fund seeks to match.

MANAGEMENT

THE BOARD OF DIRECTORS

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

The individuals listed in the table below whose names are marked by an asterisk
(*) are interested persons of the funds (as defined in the Investment Company
Act) by virtue of, among other considerations, their affiliation with the funds;
their 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); ACC's subsidiaries (including ACIM and ACSC); the funds' distribution
agent, American Century Investment Services, Inc. (ACIS); or other funds advised
by the advisor. Each director listed below (except James E. Stowers III) serves
as a director of seven registered investment companies in the American Century
family of funds, which are advised by the advisor. James E. Stowers III serves
as a director of 15 registered investment companies in the American Century
family of funds.

Name (Age) Position(s) Held
Address With Funds Principal Occupation(s) During Past Five
Years
--------------------------------------------------------------------------------
James E. Stowers, Jr.* (77) Director, Chairman, Director and controlling shareholder, ACC
4500 Main Street Chairman of Chairman , ACIM, ACSC and six other ACC subsidiaries
Kansas City, MO 64111 the Board Director, ACIM, ACSC and eight other ACC
subsidiaries(1)
--------------------------------------------------------------------------------
James E. Stowers III* (42) Director Co-Chairman, ACC (September 2000 to present)
4500 Main Street Chief Executive Officer, ACC
Kansas City, MO 64111 (June 1996 to September 2000)
Director, ACC, ACIM, ACSC and nine other
ACC subsidiaries
President, ACC (January 1995 to June 1997)
President, ACIM and ACSC (April 1993 to August 1997)(2)
--------------------------------------------------------------------------------
Thomas A. Brown (61) Director Area Vice President, Plains States Development,
4500 Main Street Applied Industrial Technologies, Inc.,
Kansas City, MO 64111 a corporation engaged in the sale of
bearings and power transmission products
--------------------------------------------------------------------------------

www.americancentury.com American Century Investments 19

Name (Age) Position(s) Held
Address With Funds Principal Occupation(s) During Past Five
Years
--------------------------------------------------------------------------------
Robert W. Doering, M.D. (68) Director Retired, formerly a general surgeon
4500 Main Street
Kansas City, MO 64111
--------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (56) Director Senior Vice President and Director,
4500 Main Street Midwest Research Institute
Kansas City, MO 64111
--------------------------------------------------------------------------------
D.D. (Del) Hock (66) Director Retired, formerly Chairman,
4500 Main Street Public Service Company of Colorado
Kansas City, MO 64111 Director, RMI.NET Inc., Hathaway
Corporation and J.D. Edwards & Company
-------------------------------------------------------------------------------
Donald H. Pratt (63) Director, Chairman of the Board and Director,
4500 Main Street Vice Chairman Butler Manufacturing Company,
Kansas City, MO 64111 of the Board Director, Atlas-Copco North America Inc.
--------------------------------------------------------------------------------
Gale E. Sayers (58) Director President, Chief Executive Officer and Founder,
4500 Main Street Sayers Computer Source
Kansas City, MO 64111
--------------------------------------------------------------------------------
M. Jeannine Strandjord (55) Director Senior Vice President, Long Distance
4500 Main Street Finance, Sprint Corporation
Kansas City, MO 64111 Director, DST Systems, Inc.
--------------------------------------------------------------------------------

(1) Father of James E. Stowers III

(2) Son of James E. Stowers, Jr.

Committees

The Board has four standing committees to oversee specific functions of the
funds' operations. Information about these committees appears in the table
below. The director first named serves as chairman of the committee.

Committee Members Function of Committee
--------------------------------------------------------------------------------
Executive James E. Stowers, Jr. The Executive Committee performs the functions of
James E. Stowers III the Board of Directors between Board meetings,
Donald H. Pratt subject to the limitations on its power set out in the
Maryland General Corporation Law, and except for
matters required by the Investment Company Act to
be acted upon by the whole board.
--------------------------------------------------------------------------------
Compliance and Thomas A. Brown The Compliance and Communications Committee reviews
Communications Donald H. Pratt the results of the funds' compliance testing program,
Andrea C. Hall, Ph.D. reviews quarterly reports from the advisor to the Board
Gale Sayers regarding various compliance matters, and monitors the
implementation of the funds' Code of Ethics, including
any violations thereof.
--------------------------------------------------------------------------------

20 American Century Investments 1-800-345-2021

Committee Members Function of Committee
--------------------------------------------------------------------------------
Audit M. Jeannine Strandjord The Audit Committee recommends the engagement of the
Robert W. Doering, M.D. funds' independent auditors and oversees its activities.
D.D. (Del) Hock The Committee receives reports from the advisor's Internal
Audit Department, which is accountable to the committee.
The Committee also receives reporting about compliance
matters affecting the funds.
--------------------------------------------------------------------------------
Nominating Donald H. Pratt The Nominating Committee primarily considers and
D.D. (Del) Hock recommends individuals for nomination as directors.
Andrea C. Hall, Ph.D. The names of potential director candidate 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.
--------------------------------------------------------------------------------

COMPENSATION OF DIRECTORS

The directors serve as directors for seven American Century investment
companies. 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 seven 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 seven
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 seven investment companies served by the board
to each director who is not an interested person as defined in the Investment
Company Act.

AGGREGATE DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED MARCH 31, 2001
--------------------------------------------------------------------------------

Total Compensation Total Compensation from the
Name of Director from the Funds (1) American Century Family of Funds(2)
--------------------------------------------------------------------------------
Thomas A. Brown $2,126 $63,583
Robert W. Doering, M.D. $2,261 $59,167
Andrea C. Hall, Ph.D. $2,388 $63,167
D.D. (Del) Hock $2,314 $61,667
Donald H. Pratt $2,481 $65,583
Gale E. Sayers $1,336 $29,667
M. Jeannine Strandjord $2,432 $64,083
--------------------------------------------------------------------------------

(1) Includes compensation paid to the directors during the fiscal year ended
March 31, 2001, 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, $13,030; Dr. Hall,
$54,667; Mr. Hock, $54,667; Mr. Pratt, $18,838; Mr. Sayers, $17,500; and Ms.
Strandjord, $36,300.

(2) Includes compensation paid by the seven investment company members of the
American Century family of funds served by this Board.

The funds have adopted the Amended and Restated American Century Mutual Funds
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.

www.americancentury.com American Century Investments 21

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 is 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. To date, the funds have
voluntarily funded their obligations. 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 fes were paid to any director under the plan during the fiscal year
ended March 31, 2001.

OFFICERS

Background information about the officers of the funds is provided in the
following table. All persons named as officers of the funds serve in similar
capacities for the 15 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 following table are interested
persons of the funds (as defined in the Investment Company Act) because of their
affiliation with the funds, ACC, or ACC's subsidiaries (including ACIM, ACSC and
ACIS).

22 American Century Investments 1-800-345-2021

Name (Age) Positions Held with Principal Occupation(s)
Address the Funds During Past Five Years
--------------------------------------------------------------------------------
William M. Lyons (45) President Chief Executive Officer, ACC and six ACC subsidiaries
4500 Main St. (September 2000 to present)
Kansas City, MO 64111 President, ACC (June 1997 to present)
Chief Operating Officer, ACC
(June 1996 to September 2000)
General Counsel, ACC, ACIM, ACIS,
ACSC and other ACC subsidiaries
(June 1989 to June 1998)
Executive Vice President, ACC,
(January 1995 to June 1997)
Also serves as: Executive Vice President
and Chief Operating Officer, ACIM, ACIS,
ACSC and other ACC subsidiaries, and
Executive Vice President of other
ACC subsidiaries
--------------------------------------------------------------------------------
Robert T. Jackson (55) Executive Vice Chief Administrative Officer, ACC
4500 Main St. President and (August 1997 to present)
Kansas City, MO 64111 Chief Financial Chief Financial Officer, ACC (May 1995 to present)
Officer President, ACSC (January 1999 to present)
Executive Vice President, ACC
(May 1995 to present)
Also serves as: Executive Vice President and
Chief Financial Officer
ACIM, ACIS and other ACC subsidiaries, and
Treasurer of ACC and other ACC subsidiaries
--------------------------------------------------------------------------------
Maryanne Roepke, CPA (45) Senior Vice Senior Vice President and Assistant
4500 Main St. President, Treasurer, ACSC
Kansas City, MO 64111 Treasurer and Chief
Accounting Officer
--------------------------------------------------------------------------------
David C. Tucker (43) Senior Vice Senior Vice President, ACIM, ACIS,
4500 Main St. President and ACSC and other ACC subsidiaries
Kansas City, MO 64111 General Counsel (June 1998 to present)
General Counsel, ACC, ACIM, ACIS,
ACSC and other ACC subsidiaries
(June 1998 to present)
Consultant to mutual fund industry
(May 1997 to April 1998)
Vice President and General Counsel,
Janus Companies (1990 to 1997)
--------------------------------------------------------------------------------
Charles A. Etherington (43) Vice President Vice President, ACSC (October 1996 to present)
4500 Main St. Associate General Counsel, ACSC
Kansas City, MO 64111 (December 1998 to present)
Counsel to ACSC (February 1994 to December 1998)
--------------------------------------------------------------------------------
Charles C. S. Park (33) Vice President Vice President, ACSC (February 2000 to present)
4500 Main St. Assistant General Counsel, ACSC
Kansas City, MO 64111 (January 1998 to present)
Counsel to ACSC (October 1995 to January 1998)
--------------------------------------------------------------------------------
David H. Reinmiller (37) Vice President Chief Compliance Officer, ACIM, ACSC, and
4500 Main St. American Century Brokerage, Inc.
Kansas City, MO 64111 (March 2001 to present)
Vice President, ACSC (February 2000 to present)
Assistant General Counsel, ACSC
(August 1996 to present)
Counsel to ACSC (January 1994 to August 1996)
--------------------------------------------------------------------------------

www.americancentury.com American Century Investments 23

Name (Age) Positions Held with Principal Occupation(s)
Address the Funds During Past Five Years
--------------------------------------------------------------------------------
Paul Carrigan Jr. (51) Secretary Secretary, ACC (February 1998 to present)
4500 Main St. Director of Legal Operations, ACSC
Kansas City, MO 64111 (February 1996 to February 2001)
--------------------------------------------------------------------------------
Robert Leach (35) Controller Vice President, ACSC (February 2000 to present)
4500 Main St. Controller-Fund Accounting, ACSC
Kansas City, MO 64111
--------------------------------------------------------------------------------
C. Jean Wade (37) Controller Vice President, ACSC (February 2000 to present)
4500 Main St. Controller-Fund Accounting, ACSC
Kansas City, MO 64111
--------------------------------------------------------------------------------
Jon Zindel (34) Tax Officer Vice President, Corporate Tax, ACSC
4500 Main St. (April 1998 to present)
Kansas City, MO 64111 Vice President, ACIM, ACIS and other
ACC subsidiaries (April 1999 to present)
President, American Century Employee Benefit
Services, Inc. (January 2000 to December 2000)
Treasurer, American Century Employee Benefit
Services, Inc. (December 2000 to present)
Treasurer, American Century Ventures, Inc.
(December 1999 to present)
--------------------------------------------------------------------------------

CODES OF ETHICS

The funds, their investment advisor,principal underwriter and subadvisor have
adopted codes of ethics under Rule 17j-1 of the Investment Company Act and these
codes of ethics permit personnel subject to the codes to invest in securities,
including securities that may be purchased or held by the funds, provided that
they first obtain approval from the appropriate compliance department before
making such investments.

THE FUNDS' PRINCIPAL SHAREHOLDERS

As of July 2, 2001, the following companies were the record owners of more than
5% of the outstanding shares of any class of a fund.

Investor Class
Fund Shareholder and Percentage of Outstanding Shares Owned
--------------------------------------------------------------------------------
Value Charles Schwab & Company
San Francisco, California -- 6.3%%
--------------------------------------------------------------------------------
Small Cap Value Charles Schwab & Co. Inc.
San Francisco, California - 32.8%
National Financial Services, Corp.
New York, New York - 16.2%%
National Inv Svcs Corp
New York, New York - 5.2%
--------------------------------------------------------------------------------
Equity Income Charles Schwab & Company
San Francisco, California -- 13.3%%
--------------------------------------------------------------------------------
Real Estate Charles Schwab & Company
San Francisco, California -- 25.9%%
National Financial Services Corp
New York, New York - 13.2%
National Inv Svcs Corp
New York, New York - 5.4%
--------------------------------------------------------------------------------

24 American Century Investments 1-800-345-2021

Institutional Class
Fund Shareholder and Percentage of Outstanding Shares Owned
--------------------------------------------------------------------------------
Value Chase Manhattan Bank as Trustee for Robert Bosch Corporation
New York, New York -- 22.2%
The Chase Manhattan Bank NA TR
Norwest Financial Thrift & PSP & Trust
New York, New York - 14.7%
UMB Bank TR
BAE Employees Svgs Inv Plan Trust
Kansas City, Missouri - 14.7%
Morgan Guaranty Trust Company Deferred Profit Sharing Plan
New York, New York -- 11.1%
Nationwide Insurance Company
Columbus, Ohio - 8.6%
Chase Manhattan Bank as Trustee for Winnebago Industries, Inc.
Deferred Compensation Plan
New York, New York -- 5.6%
American Century Investment Management, Inc.
Kansas City, Missouri - 5.4%
Trustees of American Century P/S &
401(k) Savings Plan & Trust
Kansas City, Missouri -- 5.4%
--------------------------------------------------------------------------------
Small Cap Value Charles Schwab & Co. Inc.
San Francisco, California - 24.0%
Chase Manhattan Bank Trustee
The BOC Group Inc Savings
Investment Plan Trust
New York, New York - 20.8%
North Carolina Engineering Foundation
Raleigh, North Carolina - 20.0%
Stock Option Surrender Plan
UMB Bank NA as Trustee for American Century Services Corporation
Kansas City, Missouri -- 17.0%
USAA Federal Savings Bank
San Antonio, Texas - 15.0%
Trustees of American Century
P/S & 401(k) Savings Plan & Trust
Kansas City, Missouri - 10.0%
--------------------------------------------------------------------------------
Equity Income Chase Manhattan Bank TR
Hayes Lemmerz International Inc.
Retirement Savings Plan Trust
New York, New York - 31.9%
Kirchbak Company
Richfield, Minnesota -- 24.2%
Morgan Guaranty Trust Company Trustee for Champion
International Company
New York, New York - 17.6%
Trustees of American Century Profit Sharing
and 401(k) Savings Plan and Trust
Kansas City, Missouri -- 8.7%
--------------------------------------------------------------------------------
Equity Index UMB Trustee
Newell Rubbermaid 401(k)
Savings Plan and Trust
Kansas City, Missouri - 13.5%
The Chase Manhattan Bank Trustee
Norwest Financial Thrift &
Profit Sharing Plan & Trust
New York, New York - 6.7%
The Chase Manhattan Bank Trustee
Robert Bosch Corporation
New York, New York - 6.6%

www.americancentury.com American Century Investments 25

Institutional Class
Fund Shareholder and Percentage of Outstanding Shares Owned
--------------------------------------------------------------------------------
Real Estate Charles Schwab & Company
San Francisco, California -- 56.1%
Fidelity FIIOC TR
Covington, Kentucky -15.7%
Trustees of American Century Profit Sharing
and 401(k) Savings Plan and Trust
Kansas City, Missouri -- 10.1%
UMB TR
American Century Services Corporation
Stock Option Surrender Plan Trust
Kansas City, Missouri - 9.2%

Advisor Class
Fund Shareholder and Percentage of Outstanding Shares Owned
--------------------------------------------------------------------------------
Large Cap Value UMBSC & Co. FBO Demarche Assoc.
Kansas City, Missouri - 99.9%
--------------------------------------------------------------------------------
Value Principal Life Insurance Company
Des Moines, Iowa - 26.6%
James B. Anderson Trustee for American Chamber of Commerce
Amended and Restated 401(k) Plan & Trust
Springfield, Missouri - 13.4%
American Express Trust Company
Minneapolis, Minnesota - 10.5%
James B. Anderson TR
American Chamber of Commerce
Executives Amended and Restated MPP Plan
Springfield, Missouri - 6.6%
Charles Schwab & Co. Inc.
San Francisco, California - 5.2%
--------------------------------------------------------------------------------
Small Cap Value Principal Life Insurance Company
Des Moines, Iowa -- 91.0%
--------------------------------------------------------------------------------
Equity Income Charles Schwab & Company
San Francisco, California - 45.2%
Invesco Trust Company Trustee FBO Fisher and Phillips LLP
Concord, California - 13.9%
Penfirn Company
Omaha, Nebraska - 5.9%
Saxon & Co
Philadelphia, Pennsylvania - 5.4%
--------------------------------------------------------------------------------
Real Estate Charles Schwab & Company
San Francisco, -- California - 12.2%
Orchard Trust Company
Custodian
Englewood, Colorado - 8.0%
Great West Life & Annuity
Insurance Co.
Englewood, Colorado - 7.0%

C Class
Fund Shareholder and Percentage of Outstanding Shares Owned
--------------------------------------------------------------------------------
Value American Enterprise Investment Svcs
Minneaplois, Minnesota - 100%
--------------------------------------------------------------------------------
Small Cap Value American Enterprise Investment Svcs
Minneapolis, Minnesota - 61.8%
--------------------------------------------------------------------------------

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 2, 2001, the
officers and directors of the funds, as a group, own less than 1% of any fund's
outstanding shares.

26 American Century Investments 1-800-345-2021

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 that is described below.

ACIM, ACSC and ACIS are 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 each 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 and C 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 and C 1.00%
Institutional 0.80%
Advisor 0.75%
--------------------------------------------------------------------------------
Small Cap Value Investor and C 1.25%
Institutional 1.05%
Advisor 1.00%
--------------------------------------------------------------------------------
Equity Income Investor and C 1.00%
Institutional 0.80%
Advisor 0.75%
--------------------------------------------------------------------------------
Equity Index Investor 0.49%
Institutional 0.29%
--------------------------------------------------------------------------------
Real Estate Investor 1.20% of first $100 million
1.15% over $100 million
Institutional 1.00% of first $100 million
0.95% over $100 million
Advisor 0.95% of first $100 million
0.90% over $100 million
--------------------------------------------------------------------------------

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

The management agreement between the corporation and the advisor 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 fund shareholders following its
execution, whichever comes first. The agreement will be in effect after that as
long as it is specifically approved, at least annually, by (1)the funds' Board
of Directors, or a majority of outstanding shareholder votes (as defined in the
Investment Company Act) and (2) the vote of a majority of the directors

www.americancentury.com American Century Investments 27

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 this
approval.

The management agreement states that the funds' Board of Directors or a majority
of outstanding votes may terminate the management agreement at any time without
payment of any penalty on 60 days' written notice to the advisor. The management
agreement shall be automatically terminated if it is assigned.

The management agreement states 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, render services to others,
and devote time and attention to any other business, whether of a similar or
dissimilar nature.

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

The advisor may aggregate purchase and sale orders of the funds with purchase
and sale orders of its other clients when the advisor believes that such
aggregation provides the best execution for the funds. The Board of Directors
has approved the policy of the advisor with respect to the aggregation of
portfolio transactions. Where portfolio transactions have been aggregated, the
funds participate at the average share price for all transactions in that
security on a given day and allocate 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, 2001, 2000, and 1999, are indicated in the following table. As a
new class, information regarding the C Class was not available as of the end of
the fiscal year.

28 American Century Investments 1-800-345-2021

UNIFIED MANAGEMENT FEES

Fund 2001 2000 1999
------------------------------------------------------------------------------------------------------------
Large Cap Value
Investor $ 131,814 $ 72,002 N/A
Institutional N/A N/A N/A
Advisor 331 N/A N/A
-----------------------------------------------------------------------------------------------------------
Value
Investor 4,229,365 17,395,789 21,943,111
Institutional 1,058,450 495,545 88,534
Advisor 567,910 453,476 394,296
-----------------------------------------------------------------------------------------------------------
Small Cap Value
Investor 952,726 216,524 71,636
Institutional 46,754 12,964 4,618
Advisor 64,875 62 N/A
-----------------------------------------------------------------------------------------------------------
Equity Income
Investor 3,400,449 3,284,147 3,171,000
Institutional 121,901 73,275 810
Advisor 169,409 139,749 34,006
-----------------------------------------------------------------------------------------------------------
Equity Index
Investor 350,808 227,932 4,659
Institutional 1,326,994 1,055,989 68,622
-----------------------------------------------------------------------------------------------------------
Real Estate
Investor 1,019,524 1,285,860(1) 1,475,686
Institutional 144,714 236,619(2) 224,102
Advisor 67,831 30,305(3) 673
-----------------------------------------------------------------------------------------------------------

(1) Includes $375,034 paid to RREEF America L.L.C. for the period April 1, 1999 through December 31, 1999.

(2) Includes $84,135 paid to RREEF America L.L.C., for the period April 1, 1999 through December 31, 1999.

(3) Includes $6,377 paid to RREEF America L.L.C. for the period April 1, 1999 through December 31, 1999.

SUBADVISORS

EQUITY INDEX FUND

The investment management agreement provides that the manager may delegate
certain responsibilities under the agreement to a subadvisor. Currently,
Barclays Global Fund Advisors("Barclays") serves as subadvisor to the Equity
Index Fund under a subadvisory agreement between the manager and Barclays dated
January 29, 1999. The subadvisory agreement continues for an initial period of
one year and thereafter so long as continuance is specifically approved by vote
of a majority of the fund's outstanding voting securities or by vote of a
majority of the fund's directors, including a majority of those directors who
are neither parties to the agreement nor interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
The subadvisory agreement is subject to termination without penalty on 60 days'
written notice by Barclays, the manager, the Board of Directors, or a majority
of the fund's outstanding shares and will terminate automatically in the event
of (i) its assignment or (ii) termination of the investment advisory agreement
between the fund and the manager.

www.americancentury.com American Century Investments 29

The subadvisory agreement provides that Barclays will make investment decisions
for the Equity Index Fund in accordance with the fund's investment objective,
policies, and restrictions, and whatever additional written guidelines it may
receive from the manager from time to time. For these services, the manager
pays Barclays a monthly fee at an annual rate of 0.05% of the fund's average
daily net assets up to $200 million, 0.02% of the average daily net assets of
the next $300 million, and 0.01% of average daily net assets over $500 million.

For the fiscal years ended March 31, 2001, and 2000, the advisor paid Barclays
Global Fund Advisors subadvisory fees as listed in the following table:

Barclays Global Fund Advisors Subadvisory Fees
--------------------------------------------------------------------------------
2001 $186,111
--------------------------------------------------------------------------------
2000 $175,113

REAL ESTATE FUND

The investment management agreement provides that the manager may delegate
certain responsibilities under the agreement to a subadvisor. Currently, JPMIM
serves as subadvisor to the Real Estate Fund under a subadvisory agreement
between the manager and JPMIM dated January 1, 2000, that was approved by
shareholders on December 17, 1999. The subadvisory agreement continues for an
initial period of two years and thereafter so long as continuance is
specifically approved by vote of a majority of the fund's outstanding voting
securities or by vote of a majority of the fund's trustees, including a majority
of those trustees who are neither parties to the agreement nor interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The subadvisory agreement is subject to termination
without penalty on 60 days' written notice by the manager, the Board of
Directors, a majority of the fund's outstanding shares, or JPMIM, and will
terminate automatically in the event of (i) its assignment or (ii) termination
of the investment advisory agreement between the fund and the manager.

The subadvisory agreement provides that JPMIM will make investment decisions for
the Real Estate Fund in accordance with the fund's investment objective,
policies, and restrictions, and whatever additional written guidelines it may
receive from the manager from time to time. For these services, the manager pays
JPMIM a monthly fee at an annual rate of 0.425% of the fund's average daily net
assets.

For the fiscal years ended March 31, 2001, 2000 and 1999 the manager paid JPMIM
subadvisory fees as listed in the following table:

JPMIM Subadvisory Fees
--------------------------------------------------------------------------------
2001 $491,848
--------------------------------------------------------------------------------
2000 $546,211
--------------------------------------------------------------------------------
1999 $591,922(1)

(1) RREEF America L.L.C. was the subadvisor for the period April 1, 1999

through December 31, 1999.

TRANSFER AGENT AND ADMINISTRATOR

American Century Services Corporation, 4500 Main Street, Kansas City, Missouri
64111, serves as transfer agent and dividend-paying agent for the funds. It
provides physical facilities, computer hardware and software, and personnel for
the day-to-day administration of the funds and the advisor. The advisor pays
ACSC for these services.

30 American Century Investments 1-800-345-2021

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.

DISTRIBUTOR

The funds' shares are distributed by ACIS, a registered broker-dealer. The
distributor is a wholly owned subsidiary of ACC and its principal business
address is 4500 Main Street, Kansas City, Missouri 64111.

The distributor is the principal underwriter of the funds' shares. The
distributor makes a continuous, best-efforts underwriting of the funds' shares.
This means the distributor has no liability for unsold shares.

OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

J.P. Morgan Chase and Co., 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 are the independent auditors of the funds. The address of
Deloitte & Touche LLP is 1010 Grand Boulevard, Kansas City, Missouri 64106. As
the independent auditors of the funds, Deloitte & Touche provide services
including

(1) auditing the annual financial statements for each fund,

(2) assisting and consulting in connection with SEC filings, and

(3) reviewing 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 the information and services
may vary in amount, quality and reliability, its influence in selecting brokers
varies from none to very substantial. The advisor or the subadvisor intends to
continue to place some of the funds' brokerage business with one or

www.americancentury.com American Century Investments 31

more brokers who provide information and services. The information and services
will be in addition to and not in lieu of services to be performed by the
advisor. The advisor does not use brokers that provide such information and
services to reduce the expense of providing required services to the funds.

In the fiscal periods March 31, 2001, 2000, and 1999, the brokerage commissions
of each fund were as follows:

Fund 2001 2000 1999
---------------------------------------------------------------------------------------------
Large Cap Value $ 10,955 $ 9,212(1) N/A
---------------------------------------------------------------------------------------------
Value 5,842,784 6,143,830 8,037,803
---------------------------------------------------------------------------------------------
Small Cap Value 536,404 70,477 43,018
---------------------------------------------------------------------------------------------
Equity Income 1,329,918 1,133,324 1,184,393
---------------------------------------------------------------------------------------------
Equity Index 133,371 39,357 1,677
---------------------------------------------------------------------------------------------
Real Estate 924,761 612,952 444,518
---------------------------------------------------------------------------------------------

(1) For the eight months ended March 31, 2000.

The brokerage commissions paid by the funds may exceed those that another broker
might have charged for the same transactions because of the value of the
brokerage and research services provided. Research services furnished by brokers
through whom the funds make 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 funds' portfolios.

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, which follows. Additional funds
and classes may be added without a shareholder vote.

Each fund votes separately on matters affecting that fund exclusively. Voting
rights are not cumulative, so that investors holding more than 50% of the
corporation's (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. Within their respective series or
class, all shares have equal redemption rights. Each share, when issued, is
fully paid and non-assessable.

32 American Century Investments 1-800-345-2021

In the event of complete liquidation or dissolution of the funds, shareholders
of each series or class of shares will 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. Under this plan, the
funds may issue up to four classes of shares: an Investor Class, an
Institutional Class, an Advisor Class and a C Class. Not all funds offer all
four classes.

The Investor Class is available directly to investors without any load or
commission, for a single unified management fee. The Institutional and Advisor
Classes are 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 (the Advisor
Class Plan) described below. The C Class also is made available through
financial intermediaries, for purchase by individual investors using "wrap
account" style advisory and personal services from the intermediary. The total
management fee is the same as for Investor Class, but the C Class shares also
are subject to a Master Distribution and Individual Shareholder Services Plan
(the C Class Plan)(described below). The Advisor Class Plan and the C Class Plan
have 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
and C Class have approved and entered into the Advisor Class Plan and the C
Class Plan. The Plans are described below.

In adopting the Plans, 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 Plans would benefit the funds
and the shareholders of the affected class. Pursuant to Rule 12b-1, information
about revenues and expenses under the Plans is presented to the Board of
Directors quarterly for its consideration in continuing the Plans. Continuance
of the Plans must be approved by the Board of Directors, including a majority of
the independent directors, annually. The Plans may be amended by a vote of the
Board of Directors, including a majority of the independent directors, except
that the Plans may not be amended to materially increase the amount spent for
distribution without majority approval of the shareholders of the affected
class. The Plans terminate automatically in the event of an assignment and may
be terminated upon a vote of a majority of the independent directors or by a
majority of the outstanding shareholder votes of the affected class.

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

www.americancentury.com American Century Investments 33

Master Distribution and Shareholder Services Plan (Advisor Class Plan)

As described in the Prospectuses, the funds' Advisor Class shares are 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 make the funds' shares available through such plans and financial
intermediaries, and to compensate them for these services, the funds' advisor
has reduced its management fee by 0.25% per annum for to the Advisor Class
shares and the funds' Board of Directors has adopted the Advisor Class Plan.
Following the Advisor Class Plan, the Advisor Class pays the Advisor, as paying
agent for the funds, a fee equal to 0.50% annually of the aggregate average
daily net 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. During the fiscal year ended March 31, 2001, the
aggregate amount of fees paid under the Advisor Class Plan were:

Large Cap Value $ 254
Value 379,261
Small Cap Value 32,421
Equity Income 113,114
Real Estate 35,797

Payments may be made for a variety of shareholder services, including, but not
limited to,

(a) receiving, aggregating and processing purchase,
exchange and redemption requests from beneficial owners (including contract
owners of insurance products that use 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 according to specific or preauthorized 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 for shares beneficially owned by customers of third
parties or providing the information to a fund as necessary for such
subaccounting;

(i) preparing and forwarding shareholder communications from the funds (such as
proxies, shareholder reports, annual and semiannual financial statements,
and dividend, distribution and tax notices) to shareholders and/or other
beneficial owners;

(j) providing other similar administrative and sub-transfer agency services; an

(k) paying service fees for the provision of personal, continuing services to
the shareholders as contemplated by the Rules of Fair Practice of the NASD.

34 American Century Investments 1-800-345-2021

Shareholder services do not include those activities and expenses that are
primarily intended to result in the sale of additional shares of the funds.
During the fiscal year ended March 31, 2001, the aggregate amount of fees paid
under the Advisor Class Plan by the funds for shareholder services were:

Large Cap Value $ 127
Value 189,630
Small Cap Value 16,211
Equity Income 56,557
Real Estate 17,898

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of Advisor Class shares, which
services may include but are not limited to,

(a) the payment of sales commissions, ongoing commissions and other payments to
brokers, dealers, financial institutions or others who sell Advisor Class
shares pursuant to selling agreements;

(b) compensation to registered representatives or other employees of the
distributor who engage in or support distribution of the funds' Advisor
Class shares;

(d) printing prospectuses, statements of additional information and reports for
other-than-existing investors;

(e) preparing, printing and distributing sales literature and advertising
materials provided to the funds' investors and prospective investors;

(f) receiving and answering correspondence from prospective investors, including
distributing prospectuses, statements of additional information and
shareholder reports;

(g) providing 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) providing other reasonable assistance in connection with the distribution of
fund shares;

(k) organizing and conducting sales seminars and payments in the form of
transactional compensation or promotional incentives;

(l) profit on the foregoing;

(m) the payment of "service fees" for the provision of personal, continuing
services to investors, as contemplated by the Rules of Fair Practice of the
NASD; and

(n) such other distribution and services activities as the 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.

During the fiscal year ended March 31, 2001, the aggregate amount of fees paid
under the Advisor Class Plan by the funds for distribution services were:

Large Cap Value $ 127
Value 189,630
Small Cap Value 16,211
Equity Income 56,557
Real Estate 17,898

www.americancentury.com American Century Investments 35

Master Distribution and Individual Shareholder Services Plan (C Class Plan)

As described in the Prospectuses, the C Class shares of the funds are made
available to participants in employer-sponsored retirement or savings plans and
to persons purchasing through broker-dealers, banks, insurance companies and
other financial intermediaries that provide various administrative, shareholder
and distribution services. The funds' distributor enters into contracts with
various banks, broker-dealers, insurance companies and other financial
intermediaries, with respect to the sale of the fund's shares and/or the use of
the fund's shares in various investment products or in connection with various
financial services.

Certain recordkeeping and administrative services that are provided by the
fund's transfer agent for the Investor Class shareholders may be performed by a
plan sponsor (or its agents) or by a financial intermediary for C Class
investors. In addition to such services, the financial intermediaries provide
various individual shareholder and 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'
Board of Directors has adopted the C Class Plan. Pursuant to the C Class Plan,
the C Class pays the Advisor, as paying agent for the fund, a fee equal to 1.00%
annually of the average daily net asset value of the funds' C Class shares,
0.25% of which is paid for individual shareholder services (as described below)
and 0.75% of which is paid for distribution services (as described below).
Because this is a new class, no fees were paid under the C Class Plan for the
most recent fiscal year.

Payments may be made for a variety of individual shareholder services,
including, but not limited to:

(a) providing individualized and customized investment advisory services,
including the consideration of shareholder profiles and specific goals;

(b) creating investment models and asset allocation models for use by
shareholders in selecting appropriate funds;

(d) periodic rebalancing of shareholder accounts to ensure compliance with the
selected asset allocation;

(e) consolidating shareholder accounts in one place; and

(f) other individual services.

Individual 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 C 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 C Class shares
pursuant to selling agreements;

(b) compensation to registered representatives or other employees of the
distributor who engage in or support distribution of the funds' C Class
shares;

(d) printing prospectuses, statements of additional information and reports for
other-than-existing shareholders;

(e) preparing, printing and distributing sales literature and advertising
materials provided to the funds' shareholders and prospective shareholders;

36 American Century Investments 1-800-345-2021

(f) receiving and answering correspondence from prospective shareholders,
including distributing prospectuses, statements of additional information,
and shareholder reports;

(g) providing facilities to answer questions from prospective shareholders about
fund shares;

(h) complying with federal and state securities laws pertaining to the sale of
fund shares;

(i) assisting shareholders in completing application forms and selecting
dividend and other account options;

(j) providing other reasonable assistance in connection with the distribution of
fund shares;

(k) organizing and conducting of sales seminars and payments in the form of
transactional and compensation or promotional incentives;

(l) profit on the foregoing;

(m) paying service fees for providing 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 fund pursuant to the terms of the agreement between
the corporation and the fund's distributor and in accordance with Rule 12b-1
of the Investment Company Act.

Dealer Concessions

The funds' distributor expects to pay sales commissions to certain financial
intermediaries who sell C Class shares of the funds at the time of such sales.
Payments will equal 1.00% of the purchase price of the C Class shares sold by
the intermediary. The distributor will retain the distribution fee paid by the
funds for the first 13 months after the shares are purchased by any financial
intermediary that received the concession. This fee is intended in part to
permit the distributor to recoup a portion of on-going sales commissions to
dealers plus financing costs, if any. After the first 13 months, the distributor
will make the distribution and individual shareholder services fee payments
described above to the financial intermediaries involved on a monthly basis.

BUYING AND SELLING FUND SHARES

Information about buying, selling and exchanging fund shares is contained in the
funds' Prospectuses and in Your Guide to American Century Services. The
Prospectuses and guide are 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), each day the Exchange is
open for business. The Exchange usually closes at 4 p.m. Eastern time. 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 each fund that are listed or traded on a domestic
securities exchange, are valued at the last sale price on that exchange, except
as otherwise noted. Portfolio securities primarily traded on foreign securities
exchanges generally are valued at the preceding closing values of such
securities on the exchange where primarily traded.

www.americancentury.com American Century Investments 37

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 according to 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 according to
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
according to procedures adopted by the Board of Directors.

Trading of these securities in foreign markets may not take place on every day
that the Exchange is open. In addition, trading may take place in various
foreign markets and on some electronic trading networks on Saturdays or on other
days when the Exchange is not open and on which the funds' net asset values are
not calculated. Therefore, these calculations do not take place
contemporaneously with the determination of the prices of many of the portfolio
securities used in such calculation, and the value of the funds' portfolios may
be affected on days when shares of the funds may not be purchased or redeemed.

TAXES

FEDERAL INCOME TAXES

Each fund intends to qualify annually as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so
qualifying, a fund will be exempt from federal income taxes to the extent that
it distributes substantially all of its net investment income and net realized
capital gains (if any) to investors. If a fund fails to qualify as a regulated
investment company, it will be liable for taxes, significantly reducing its
distributions to investors and eliminating investors' ability to treat
distributions received from the funds in the manner in which 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. Dividends received by the funds on shares of stock of domestic
corporations (excluding REITs) may qualify for the 70% dividends-received
deduction to the extent that the fund held those shares for more than 45 days.
Distributions from gains on assets held by the funds longer than 12 months are
taxable as long-term gains regardless of the length of time you have

38 American Century Investments 1-800-345-2021

held your shares in the fund. If you purchase shares in the fund and sell them
at a loss within six months, your loss on the sale of those shares will be
treated as a long-term capital loss to the extent of any long-term capital gains
dividend you received on those shares.

Dividends and interest received by a fund on foreign securities may give rise to
withholding and other taxes imposed by foreign countries. However, tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. Foreign countries generally do not impose taxes on capital
gains with respect to investments by non-resident investors. Any foreign taxes
paid by a fund will reduce its dividend distributions to investors.

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
those holdings will be deemed ordinary income regardless of how long the fund
holds the 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. Alternatively, the fund may elect to recognize cumulative gains on
such investments and distribute them to shareholders. Any distribution
attributable to a PFIC is characterized as ordinary income.

As of March 31, 2001, the funds in the table below had the following capital
loss carryovers. When a fund has a capital loss carryover, it does not make
capital gains distributions until the loss has been offset or expired.

Fund Capital Loss Carryover
--------------------------------------------------------------------------------
Large Cap Value $11,154 (expiring in 2008 through 2009)
--------------------------------------------------------------------------------
Value $50,151,092 (expiring in 2009)
--------------------------------------------------------------------------------
Equity Income $3,115,873 (expiring in 2009)
--------------------------------------------------------------------------------
Equity Index $2,917,397 (expiring in 2009)
--------------------------------------------------------------------------------
Real Estate $26,538,254 (expiring in 2007 through 2009
--------------------------------------------------------------------------------

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 pay to the IRS the applicable federal
withholding tax rate on reportable payments (which may include dividends,
capital gains distributions and redemption proceeds). 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 withholding for previous
under-reporting to the IRS. You will be asked to make the appropriate
certification on your account application. Payments reported by us to the IRS
that omit your Social Security number or tax identification number will subject
us to a non-refundable penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed.

A redemption of shares of a fund (including a redemption made in an exchange
transaction) will be a taxable transaction for federal income tax purposes, and
you generally will recognize gain or loss in an amount equal to the difference
between the basis of the shares and the amount received. If a loss is realized
on the redemption of fund shares, the reinvestment in additional fund shares
within 30 days before or after the redemption may be subject to the "wash sale"
rules of the Code, postponing the recognition of such loss for federal income
tax purposes.

www.americancentury.com American Century Investments 39

STATE AND LOCAL TAXES

Distributions by the funds also may be subject to state and local taxes, even if
all or a substantial part of those distributions are derived from interest on
U.S. government obligations which, if you received such interest 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 these distributions in your own state.

TAXATION OF CERTAIN MORTGAGE REITS

The funds may invest in real esate investment trusts (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 real estate mortgage investment conduit (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, 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 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

40 American Century Investments 1-800-345-2021

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, 2001, the last day of the funds' most recent
fiscal year. As a new class, the C Class did not have performance information as
of the end of the fiscal year.

AVERAGE ANNUAL TOTAL RETURNS--INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
Fund 1 year 5 years 10 years From Inception
---------------------------------------------------------------------------------------------------------------
Large Cap Value 12.38% N/A N/A 2.54%
Value 19.20% 12.08% N/A 14.04%
Small Cap Value 36.51% N/A N/A 16.30%
Equity Income 20.85% 14.88% N/A 16.62%
Equity Index -22.04% N/A N/A -2.42%
Real Estate 24.57% 11.31% N/A 11.90%

AVERAGE ANNUAL TOTAL RETURNS--INSTITUTIONAL CLASS
---------------------------------------------------------------------------------------------------------------
Fund 1 year 5 years 10 years From Inception
---------------------------------------------------------------------------------------------------------------
Large Cap Value N/A N/A N/A N/A
Value 19.24% N/A N/A 7.07%
Small Cap Value 36.99% N/A N/A 20.06%
Equity Income 21.26% N/A N/A 9.55%
Equity Index -21.72% N/A N/A -2.13%
Real Estate 24.80% N/A N/A 4.83%

AVERAGE ANNUAL TOTAL RETURNS--ADVISOR CLASS
--------------------------------------------------------------------------------------------------------------
Fund 1 year 5 years 10 years From Inception
--------------------------------------------------------------------------------------------------------------
Large Cap Value N/A N/A N/A 8.94%
Value 18.72% N/A N/A 11.53%
Small Cap Value 36.18% N/A N/A 35.20%
Equity Income 20.55% N/A N/A 13.25%
Real Estate 24.28% N/A N/A 11.30%

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 inception dates (as noted) through March
31, 2001.

www.americancentury.com American Century Investments 41

Cumulative
Total Return
Fund Class Since Inception Date of Inception
-------------------------------------------------------------------------------------------------
Large Cap Value Investor 4.26% 07/30/99
Institutional N/A N/A
Advisor 8.94% 10/26/00
-------------------------------------------------------------------------------------------------
Value Investor 170.58% 09/01/93
Institutional 28.45% 07/31/97
Advisor 63.22% 10/02/96
-------------------------------------------------------------------------------------------------
Small Cap Value Investor 49.51% 07/31/98
Institutional 55.77% 10/26/98
Advisor 45.52% 12/31/99
-------------------------------------------------------------------------------------------------
Equity Income Investor 178.47% 08/01/94
Institutional 28.24% 07/08/98
Advisor 65.78% 03/07/97
-------------------------------------------------------------------------------------------------
Equity Index Investor -4.99% 02/26/99
Institutional -4.40% 02/26/99
-------------------------------------------------------------------------------------------------
Real Estate Investor 86.05% 09/21/95
Institutional 19.54% 06/16/97
Advisor 30.39% 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 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 use reprints from
newspapers and magazines furnished by third parties to illustrate historical
performance or to provide general information about the funds.

42 American Century Investments 1-800-345-2021

PERMISSIBLE ADVERTISING INFORMATION

In addition to any other permissible information, the funds may 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 these discussions; (4) descriptions of past or
anticipated portfolio holdings for one or more of the funds; (5) descriptions of
investment strategies for one or more of the funds; (6) descriptions or
comparisons of various savings and investment products (including, but not
limited to, qualified retirement plans and individual stocks and bonds), which
may or may not include the funds; (7) comparisons of investment products
(including the funds) with relevant market or industry indices or other
appropriate benchmarks; (8) discussions of fund rankings or ratings by
recognized rating organizations; and (9) testimonials describing the experience
of persons who have invested in one or more of the funds. The funds also may
include calculations, such as hypothetical compounding examples, which describe
hypothetical investment results. Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any of
the funds.

MULTIPLE CLASS PERFORMANCE ADVERTISING

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

FINANCIAL STATEMENTS

The financial statements for the funds have been audited by Deloitte & Touche
LLP, indendent auditors. Their Independent Auditors' Reports and the financial
statements included in the funds' Annual Reports for the fiscal year ended March
31, 2001 are incorporated herein by reference.

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.

BOND RATINGS
--------------------------------------------------------------------------------
S&P Moody's Description
--------------------------------------------------------------------------------
AAA Aaa These are the highest ratings assigned by S&P and Moody's
to a debt obligation. They 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.
--------------------------------------------------------------------------------

www.americancentury.com American Century Investments 43

S&P Moody's Description
--------------------------------------------------------------------------------
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. Debt rated below BBB/Baa is regarded as having
significant speculative characteristics.
--------------------------------------------------------------------------------
BB Ba Debt rated BB/Ba has less near-term vulnerability to
default than other speculative issues. However, it faces
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions that could lead to inadequate
capacity to meet timely interest and principal payments. The
BB rating category also is used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.
--------------------------------------------------------------------------------
B B Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used
for debt subordinated to senior debt that is assigned an actual
or implied BB/Ba or BB-/Ba3 rating.
--------------------------------------------------------------------------------
CCC Caa Debt rated CCC/Caa has a currently identifiable
vulnerability to default and is dependent upon favorable
business, financial and economic conditions to meet timely
payment of interest and repayment of principal. In the event
of adverse business, financial or economic conditions, it is
not likely to have the capacity to pay interest and repay
principal. The CCC/Caa rating category is also used for debt
subordinated to senior debt that is assigned an actual or
implied B or B-/B3 rating.
--------------------------------------------------------------------------------
CC Ca The rating CC/Ca typically is applied to debt subordinated
to senior debt that is assigned an actual or implied CCC/Caa rating.
--------------------------------------------------------------------------------

C C The rating C typically is applied to debt subordinated to
senior debt, which is assigned an actual or implied CCC-Caa3
debt rating. The C rating may be used to cover a situation where
a bankruptcy petition has been filed, but debt service payments are continued.
--------------------------------------------------------------------------------
CI - The rating CI is reserved for income bonds on which no
interest is being paid.
--------------------------------------------------------------------------------
D D Debt rated D is in payment default. The D rating category
is used when interest payments or principal payments are
not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will
be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service
payments are jeopardized.
--------------------------------------------------------------------------------

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.

44 American Century Investments 1-800-345-2021

COMMERCIAL PAPER RATINGS
--------------------------------------------------------------------------------
S&P Moody's Description
--------------------------------------------------------------------------------
A-1 Prime-1 This indicates that the degree of safety regarding timely payment is strong.
(P-1) Standard & Poor's rates those issues determined to possess extremely
strong safety characteristics as A-1+.
--------------------------------------------------------------------------------
A-2 Prime-2 Capacity for timely payment on commercial paper is satisfactory, but the
(P-2) relative degree of 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 appropriate, 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
(P-3) are somewhat more vulnerable to the adverse changes in circumstances
than obligations carrying the higher designations.
--------------------------------------------------------------------------------

NOTE RATINGS
--------------------------------------------------------------------------------
S&P Moody's Description
--------------------------------------------------------------------------------
SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong protection from
established cash flows of funds for their servicing or from
established and broad-based access to the market for refinancing,
or both.
--------------------------------------------------------------------------------
SP-2 MIG-2; VMIG-2 Notes are of high quality with ample margins of
protection, 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 less likely to be 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.
--------------------------------------------------------------------------------

www.americancentury.com American Century Investments 45

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

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

If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan * a bank * a broker-dealer * an
insurance company * another financial intermediary

you can receive the annual and semiannual reports directly from them.

You also can get information about the funds from the Security and Exchange
Commission (SEC). The SEC charges a duplicating fee to provide copies of this
information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location
and hours.

On the Internet * EDGAR database at
www.sec.gov

* By email request at
publicinfo@sec.gov

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-7820

[american century logo and text logo (reg. sm)]

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-SAI-25819 0108

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 of the
Registrant 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 of the
Registrant on July 31, 1996, File No. 33-64872).

(3) Articles Supplementary of Twentieth Century Capital Portfolios,
Inc., dated September 9, 1996 (filed electronically as Exhibit a3 to
Post-Effective Amendment No. 15 to the Registration Statement of the
Registrant on May 14, 1999, File No. 33-64872).

(4) Articles of Amendment of Twentieth Century Capital Portfolios,
Inc., dated December 2, 1996 (filed electronically as Exhibit b1c to
Post-Effective Amendment No. 7 to the Registration Statement of the
Registrant 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 of the
Registrant 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 of the
Registrant on May 21, 1997, File No. 33-64872).

(7) Certificate of Correction to 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 of the Registrant on May 21, 1997, File No.
33-64872).

(8) Articles of Merger merging RREEF Securities Fund, Inc. with and
into American Century Capital Portfolios, Inc., dated June 13, 1997
(filed electronically as Exhibit a8 to Post-Effective Amendment No. 15
to the Registration Statement of the Registrant on May 14, 1999, File
No. 33-64872).

(9) Articles Supplementary of American Century Capital Portfolios,
Inc., dated December 18, 1997 (filed electronically as Exhibit b1g to
Post-Effective Amendment No. 9 to the Registration Statement of the
Registrant 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 of the
Registrant 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 of the
Registrant on December 29, 1998, File No. 33-64872).

(12) Articles Supplementary of American Century Capital Portfolios,
Inc., dated February 16, 1999 (filed electronically as Exhibit a12 to
Post-Effective Amendment No. 15 to the Registration Statement of the
Registrant on May 14, 1999, File No. 33-64872).

(13) Articles Supplementary of American Century Capital Portfolios,
Inc., dated June 2, 1999 (filed electronically as Exhibit a13 to
Post-Effective Amendment No. 16 to the Registration Statement of the
Registrant on July 29, 1999, File No. 33-64872).

(14) Articles Supplementary of American Century Capital Portfolios,
Inc., dated June 8, 2000 (filed electronically as Exhibit a14 to
Post-Effective Amendment No. 17 to the Registration Statement of the
Registrant on July 28, 2000, File No. 33-64872).

(15) Articles Supplementary of American Century Capital Portfolios,
Inc., dated March 5, 2001 (filed electronically as Exhibit a15 to
Post-Effective Amendment No. 20 to the Registration Statement of the
Registrant on April 20, 2001, File No. 33-64872).

(16) Articles Supplementary of American Century Capital Portfolios,
Inc., dated April 4, 2001 (filed electronically as Exhibit h16 to the
Registration Statement of the Registrant on April 20, 2001, File No.
33-64872).

(17) Articles Supplementary of American Century Capital Portfolios,
Inc., dated May 21, 2001 are included herein.

(b) (1) By-Laws of Twentieth Century Capital Portfolios, Inc. (filed
electronically as Exhibit 2 to Post-Effective Amendment No. 5 to the
Registration Statement of the Registrant on July 31, 1996, File No.
33-64872).

(2) Amendment to the By-Laws of American Century Capital Portfolios,
Inc. (filed electronically as Exhibit b2b to Post-Effective Amendment
No. 9 to the Registration Statement of the Registrant 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
Registrant's 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
Registrant's 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 Registrant's 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 of the Registrant 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
J.P. Morgan Investment Management Inc., dated January 1, 2000 (filed
electronically as Exhibit d2 to Post-Effective Amendment No. 17 to the
Registration Statement of the Registrant on July 28, 2000, File No.
33-64872).

(3) Addendum to the 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 of the
Registrant 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 of the Registrant on December 29,
1998, File No. 33-64872).

(5) Addendum to the 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 of the
Registrant on December 29, 1998, File No. 33-64872).

(6) Addendum to the Management Agreement between American Century
Capital Portfolios, Inc. and American Century Investment Management,
Inc., dated July 30, 1999 (filed electronically as Exhibit d6 to
Post-Effective Amendment No. 16 to the Registration Statement of the
Registrant on July 29, 1999, File No. 33-64872).

(7) Amendment No. 1 to the Management Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Management, Inc., dated January 1, 2000 (filed electronically as
Exhibit d7 to Post-Effective Amendment No. 17 to the Registration
Statement of the Registrant on July 28, 2000, File No. 33-64872).

(8) Addendum to the Management Agreement between American Century
Capital Portfolios, Inc. and American Century Investment Management,
Inc., dated May 1, 2001 (filed electronically as Exhibit d8 to
Post-Effective Amendment No. 20 to the Registration Statement of the
Registrant on April 20, 2001, File No. 33-64872).

(e) (1) Distribution Agreement between American Century Capital
Portfolios, Inc. and American Century Investment Services, Inc., dated
March 13, 2000 (filed electronically as Exhibit e7 to Post-Effective
Amendment No. 17 to the Registration Statement of American Century
World Mutual Funds, Inc. on March 30, 2000, File No. 33-39242).

(2) Amendment No. 1 to the Distribution Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Services, Inc., dated June 1, 2000 (filed electronically as Exhibit e9
to Post-Effective Amendment No. 19 to the Registration Statement of
American Century World Mutual Funds, Inc. on May 24, 2000, File No.
33-39242).

(3) Amendment No. 2 to the Distribution Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Services, Inc., dated November 20, 2000 (filed as Exhibit e10 to
Post-Effective Amendment No. 29 to the Registration Statement of
American Century Variable Portfolios, Inc. on December 1, 2000, File
No. 33-14567).

(4) Amendment No. 3 to the Distribution Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Services, Inc., dated March 1, 2001 (filed electronically as Exhibit
e5 to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).

(5) Amendment No. 4 to the Distribution Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Services, Inc. dated April 30, 2001 (filed electronically as Exhibit
e5 to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).

(6) Amendment No. 5 to the Distribution Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Services, Inc. dated May 24, 2001 is included herein.

(7) Amendment No. 6 to the Distribution Agreement between American
Century Capital Portfolios, Inc. and American Century Investment
Services, Inc. dated August 1, 2001 is included herein.

(f) Not applicable.

(g) (1) Master Agreement by and between Twentieth Century Services, Inc.
and Commerce Bank, N.A., dated January 22, 1997 (filed electronically
as Exhibit 8e to Post-Effective Amendment No. 76 to the Registration
Statement of American Century Mutual Funds, Inc. on February 28, 1997,
File No. 2-14213).

(2) Global Custody Agreement between American Century Investments and
The Chase Manhattan Bank, dated August 9, 1996 (filed electronically
as Exhibit b8 to Post-Effective Amendment No. 31 to the Registration
Statement of American Century Government Income Trust on February 7,
1997, File No. 2-99222).

(3) Amendment to Global Custody Agreement between American Century
Investments and The Chase Manhattan Bank, dated December 9, 2000
(filed electronically as Exhibit g2 to Pre-Effective Amendment No. 2
to the Registration Statement of American Century Variable Portfolios
II, Inc. on January 9, 2001, File No. 333-46922).

(h) (1) Transfer Agency Agreement by and between Twentieth Century Capital
Portfolios, Inc. and Twentieth Century Services, Inc., dated as of
August 1, 1993 (filed electronically as Exhibit 9 to Post-Effective
Amendment No. 5 to the Registration Statement of the Registrant 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 19, 2000
(filed electronically as Exhibit h5 to Post-Effective Amendment No. 33
to the Registration Statement of American Century Target Maturities
Trust on January 31, 2001, File No. 2-94608).

(i) Opinion and Consent of Counsel (filed electronically as Exhibit i to
Post-Effective Amendment No. 16 to the Registration Statement of the
Registrant on July 29, 1999, File No. 33-64872).

(j) (1) Consent of Deloitte & Touche LLP is included herein.

(2) Power of Attorney, dated November 18, 2000 (filed electronically
as Exhibit j2 to Post-Effective Amendment No. 11 to the Registration
Statement of the Registrant on February 23, 2001, File No. 33-64872).

(k) Not applicable.

(l) Not applicable.

(m) (1) Master Distribution and Shareholder Services Plan of Twentieth
Century Capital Portfolios, Inc., Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and Twentieth
Century World Investors, Inc. (Advisor Class), dated September 3, 1996
(filed electronically as Exhibit b15a to Post-Effective Amendment No.
9 to the Registration Statement of the Registrant on February 17,
1998, File No. 33-64872).

(2) Amendment No. 1 to the 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
b15b 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 the 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 the 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
of the Registrant on June 26, 1998, File No. 33-64872).

(5) Amendment No. 4 to the 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 the 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 the 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 July 30, 1999 (filed electronically as Exhibit
m7 to Post-Effective Amendment No. 16 to the Registration Statement of
the Registrant on July 29, 1999, File No. 33-64872).

(8) Amendment No. 7 to the 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 19, 1999 (filed electronically as
Exhibit m8 to Post-Effective Amendment No. 87 to the Registration
Statement of American Century Mutual Funds, Inc. on November 29, 1999,
File No. 2-14213).

(9) Amendment No. 8 to the 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 1, 2000 (filed electronically as Exhibit
m9 to Post-Effective Amendment No. 19 to the Registration Statement of
American Century World Mutual Funds, Inc. on May 24, 2000, File No.
33-39242).

(10) Amendment No. 9 to the 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 April 30, 2001 (filed electronically as Exhibit
m10 to Post-Effective Amendment No. 24 to the Registration Statement
of American Century World Mutual Funds, Inc. on April 19, 2001, File
No. 33-39242).

(11) Master Distribution and Individual 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. (C Class), dated March 1,
2001 (filed electronically as Exhibit m11 to Post-Effective Amendment
No. 24 to the Registration Statement of American Century World Mutual
Funds, Inc. on April 19, 2001, File No. 33-39242).

(12) Amendment No. 1 to Master Distribution and Individual 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. (C
Class), dated April 30, 2001 (filed electronically as Exhibit m12 to
Post-Effective Amendment No. 24 to the Registration Statement of
American Century World Mutual Funds, Inc. on April 19, 2001, File No.
33-39242).

(13) 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 of the Registrant on February 17, 1998,
File No. 33-64872).

(n) (1) 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
March 1, 2001 (filed electronically as Exhibit n1 to Post-Effective
Amendment No. 24 to the Registration Statement of American Century
World Mutual Funds, Inc., on April 19, 2001, File No. 33-39242).

(2) Amendment No. 1 to the 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 April 30, 2001 (filed
electronically as Exhibit n2 to Post-Effective Amendment No. 24 to the
Registration Statement of American Century World Mutual Funds, Inc. on
April 19, 2001, File No. 33-39242).

(o) Not applicable.

(p) (1) American Century Code of Ethics (filed electronically as Exhibit p
to Post-Effective Amendment No. 30 to the Registration Statement of
American Century California Tax-Free and Municipal Funds on December
29, 2000, File No. 2-82734).

(2) Barclays Code of Ethics (filed electronically as Exhibit p2 to
Post-Effective Amendment No. 30 to the Registration Statement of
American Century Variable Portfolios, Inc. on April 12, 2001, File No.
33-14567).

(3) J.P. Morgan Investment Management, Inc. Code of Ethics (filed
electronically as Exhibit p3 to Post-Effective Amendment No. 20 to the
Registration Statement of the Registrant on April 20, 2001, File No.
33-64872).

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. None

Item 27. Principal Underwriter.

I. (a) American Century Investment Services, Inc. (ACIS) 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 Variable Portfolios II, Inc.
American Century World Mutual Funds, Inc.

ACIS is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers.
ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a
wholly-owned subsidiary of American Century Companies, Inc.

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

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
--------------------------------------------------------------------------------
James E. Stowers, Jr. Chairman and Director Chairman and
Director

James E. Stowers III Co-Chairman and Director Director

W. Gordon Snyder President none

William M. Lyons Chief Executive Officer, President
Executive Vice President
and Director

Robert T. Jackson Executive Vice President, Executive Vice
Chief Financial Officer President and
and Chief Accounting Officer Chief Financial Officer

Kevin Cuccias Senior Vice President none

Joseph Greene Senior Vice President none

Brian Jeter Senior Vice President none

Mark Killen Senior Vice President none

Tom Kmak Senior Vice President none

David C. Tucker Senior Vice President Senior Vice President
and General Counsel

* All addresses are 4500 Main Street, Kansas City, Missouri 64111

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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment No. 21 and 1940
Act Amendment No. 21 to its Registration Statement pursuant to Rule 485(b)
promulgated under the Securities Act of 1933, as amended, and has duly caused
this Post-Effective Amendment No. 21 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 30th day of July, 2001.

American Century Capital Portfolios, Inc.
(Registrant)

By: /*/William M. Lyons
President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 21 has been signed below by the following persons
in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

*William M. Lyons President and July 30, 2001
William M. Lyons Principal Executive Officer

*Maryanne Roepke Senior Vice President, July 30, 2001
Maryanne Roepke Treasurer and Chief
Accounting Officer

*James E. Stowers, Jr. Chairman of the Board and July 30, 2001
James E. Stowers, Jr. Director

*James E. Stowers III Director July 30, 2001
James E. Stowers III

*Thomas A. Brown Director July 30, 2001
Thomas A. Brown

*Robert W. Doering, M.D. Director July 30, 2001
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director July 30, 2001
Andrea C. Hall, Ph.D.

*D. D. (Del) Hock Director July 30, 2001
D. D. (Del) Hock

*Donald H. Pratt Director July 30, 2001
Donald H. Pratt

*Gale E. Sayers Director July 30, 2001
Gale E. Sayers

*M. Jeannine Strandjord Director July 30, 2001
M. Jeannine Strandjord

*By /s/Janet A. Nash
Janet A. Nash

Attorney-in-Fact



EXHIBIT        DESCRIPTION OF DOCUMENT
NUMBER

EX-99.a1       Articles of Incorporation of Twentieth Century Capital
               Portfolios, Inc., dated June 11, 1993 (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., dated March 11, 1996 (filed as Exhibit 1b to Post-Effective
               Amendment No. 5 to the Registration Statement on Form N-1A of the
               Registrant, File No. 33-64872, filed on July 31, 1996, and
               incorporated herein by reference).

EX-99.a3       Articles Supplementary of Twentieth Century Capital Portfolios,
               Inc., dated September 9, 1996 (filed as Exhibit a3 to
               Post-Effective Amendment No. 15 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on May 14,
               1999, and incorporated herein by reference).

EX-99.a4       Articles of Amendment of Twentieth Century Capital Portfolios,
               Inc., dated December 2, 1996 (filed as Exhibit b1c to
               Post-Effective Amendment No. 7 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on March 3,
               1997, and incorporated herein by reference).

EX-99.a5       Articles Supplementary of American Century Capital Portfolios,
               Inc., dated December 2, 1996 (filed as Exhibit b1d to
               Post-Effective Amendment No. 7 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on March 3,
               1997, and incorporated herein by reference).

EX-99.a6       Articles Supplementary of American Century Capital Portfolios,
               Inc., dated April 30, 1997 (filed as Exhibit b1e to
               Post-Effective Amendment No. 8 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on May 21,
               1997, and incorporated herein by reference).

EX-99.a7       Certificate of Correction to Articles Supplementary of American
               Century Capital Portfolios, Inc., dated May 15, 1997 (filed as
               Exhibit b1f to Post-Effective Amendment No. 8 to the Registration
               Statement on Form N-1A of the Registrant, File No. 33-64872,
               filed on May 21, 1997, and incorporated herein by reference).

EX-99.a8       Articles of Merger merging RREEF Securities Fund, Inc. with and
               into American Century Capital Portfolios, Inc., dated June 13,
               1997 (filed as Exhibit a8 to Post-Effective Amendment No. 15 to
               the Registration Statement on Form N-1A of the Registrant, File
               No. 33-64872, filed on May 14, 1999, and incorporated herein by
               reference).

EX-99.a9       Articles Supplementary of American Century Capital Portfolios,
               Inc., dated December 18, 1997 (filed as Exhibit b1g to
               Post-Effective Amendment No. 9 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on February
               17, 1998, and incorporated herein by reference).

EX-99.a10      Articles Supplementary of American Century Capital Portfolios,
               Inc., dated June 1, 1998 (filed as Exhibit b1h to Post-Effective
               Amendment No. 11 to the Registration Statement on Form N-1A of
               the Registrant, File No. 33-64872, filed on June 26, 1998, and
               incorporated herein by reference).

EX-99.a11      Articles Supplementary of American Century Capital Portfolios,
               Inc., dated January 29, 1999 (filed as Exhibit b1i to
               Post-Effective Amendment No. 14 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on December
               29, 1998, and incorporated herein by reference).

EX-99.a12      Articles Supplementary of American Century Capital Portfolios,
               Inc., dated February 16, 1999 (filed as Exhibit a12 to
               Post-Effective Amendment No. 15 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on May 14,
               1999, and incorporated herein by reference).

EX-99.a13      Articles Supplementary of American Century Capital Portfolios,
               Inc., dated June 2, 1999 (filed as Exhibit a13 to Post-Effective
               Amendment No. 16 to the Registration Statement on Form N-1A of
               the Registrant, File No. 33-64872, filed on July 29, 1999, and
               incorporated herein by reference).

EX-99.a14      Articles Supplementary of American Century Capital Portfolios,
               Inc., dated June 8, 2000 (filed as Exhibit a14 to Post-Effective
               Amendment No. 17 to the Registration Statement on Form N-1A of
               the Registrant, File No. 33-64872, filed on July 28, 2000, and
               incorporated herein by reference).

EX-99.a15      Articles Supplementary of American Century Capital Portfolios,
               Inc. dated March 5, 2001 (filed as Exhibit a15 to Post-Effective
               Amendment No. 20 to the Registration Statement on Form N-1A of
               the Registrant, File No. 33-64872, filed on April 20, 2001, and
               incorporated herein by reference).

EX-99.a16      Articles Supplementary of American Century Capital Portfolios,
               Inc., dated April 4, 2001 (filed as Exhibit a16 to Post-Effective
               Amendment No. 20 to the Registration Statement on Form N-1A of
               the Registrant, File No. 33-64872, filed on April 20, 2001, and
               incorporated herein by reference).

EX-99.a17      Articles Supplementary of American Century Capital Portfolios,
               Inc. dated May 21, 2001.

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 the 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 on 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 on 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 J.P. Morgan Investment Management Inc., dated January 1, 2000
               (filed as Exhibit d2 to Post-Effective Amendment No. 17 to the
               Registration Statement on Form N-1A of the Registrant, File No.
               33-64872, filed on July 28, 2000, and incorporated herein by
               reference).

EX-99.d3       Addendum to the 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 on 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 the 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 the Management Agreement between American Century
               Capital Portfolios, Inc. and American Century Investment
               Management, Inc., dated July 30, 1999 (filed as Exhibit d6 to
               Post-Effective Amendment No. 16 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on July 29,
               1999, and incorporated herein by reference).

EX-99.d7       Amendment No. 1 to the Management Agreement between American
               Century Capital Portfolios, Inc. and American Century Investment
               Management, Inc., dated January 1, 2000 (filed as Exhibit d7 to
               Post-Effective Amendment No. 17 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on July 28,
               2000, and incorporated herein by reference).

EX-99.d8       Addendum to the Management Agreement between American Century
               Capital Portfolios, Inc. and American Century Investment
               Management, Inc., dated May 1, 2001 (filed as Exhibit d8 to
               Post-Effective Amendment No. 20 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on April
               20, 2001, and incorporated herein by reference).

EX-99.e1       Distribution Agreement between American Century Capital
               Portfolios, Inc. and American Century Investment Services, Inc.,
               dated March 13, 2000 (filed as Exhibit e7 to Post-Effective
               Amendment No. 17 to the Registration Statement on Form N-1A of
               American Century World Mutual Funds, Inc., File No. 33-39242,
               filed on March 30, 2000, and incorporated herein by reference).

EX-99.e2       Amendment No. 1 to the Distribution Agreement between American
               Century Capital Portfolios, Inc. and American Century Investment
               Services, Inc., dated June 1, 2000 (filed as Exhibit e9 to
               Post-Effective Amendment No. 19 to the Registration Statement on
               Form N-1A of American Century World Mutual Funds, Inc., File No.
               33-39242, filed on May 24, 2000, and incorporated herein by
               reference).

EX-99.e3       Amendment No. 2 to the Distribution Agreement between American
               Century Capitals Portfolios, Inc. and American Century Investment
               Services, Inc., dated November 20, 2000 (filed as Exhibit e10 to
               Post-Effective Amendment No. 29 to the Registration Statement on
               Form N-1A of American Century Variable Portfolios, Inc., File No.
               33-14567, filed on December 1, 2000, and incorporated herein by
               reference).

EX-99.e4       Amendment No. 3 to the Distribution Agreement between American
               Century Capital Portfolios, Inc. and American Century Investment
               Services, Inc., dated March 1, 2001 (filed as Exhibit e4 to
               Post-Effective Amendment No. 35 to the Registration Statement on
               Form N-1A of American Century Target Maturities Trust, File No.
               2-94608, filed on April 17, 2001, and incorporated herein by
               reference).

EX-99.e5       Amendment No. 4 to the Distribution Agreement between American
               Century Capital Portfolios, Inc. and American Century Investment
               Services, Inc. dated April 30, 2001 (filed as Exhibit e5 to
               Post-Effective Amendment No. 35 to the Registration Statement on
               Form N-1A of American Century Target Maturities Trust, File No.
               2-94608, filed on April 17, 2001, and incorporated herein by
               reference).

EX-99.e6       Amendment No. 5 to the Distribution Agreement between American
               Century Capital Portfolios, Inc. and American Century Investment
               Services, Inc., dated May 24, 2001.

EX-99.e7       Amendment No. 6 to the Distribution Agreement between American
               Century Capital Portfolios, Inc. and American Century Investment
               Services, Inc., dated August 1, 2001.

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 American Century Investments and
               The Chase Manhattan Bank, 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 on February 7, 1997, and
               incorporated herein by reference).

EX-99.g3       Amendment to Global Custody Agreement between American Century
               Investments and The Chase Manhattan Bank, dated December 9, 2000
               (filed as Exhibit g2 to Pre-Effective Amendment No. 2 to the
               Registration Statement on Form N-1A of American Century Variable
               Portfolios II, Inc., File No. 333-46922, filed on January 9,
               2001, and incorporated herein by reference).


EX-99.h1       Transfer Agency Agreement by and between Twentieth Century
               Capital Portfolios, Inc. and Twentieth Century Services, Inc.,
               dated as of August 1, 1993 (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 19,
               2000 (filed as Exhibit h5 to Post-Effective Amendment No. 33 to
               the Registration Statement on Form N-1A American Century Target
               Maturities Trust, File No. 2-94608, filed on January 31, 2001,
               and incorporated herein by reference).


EX-99.i        Opinion and Consent of Counsel (filed as Exhibit i to
               Post-Effective Amendment No. 16 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on July 29,
               1999, and incorporated herein by reference).

EX-99.j1       Consent of Deloitte & Touche LLP.

EX-99.j2       Power of Attorney, dated November 18, 2000 (filed as Exhibit j2
               to Post-Effective Amendment No. 19 to the Registration Statement
               on Form N-1A of the Registrant, File No. 33-64872, filed on
               February 23, 2001, and incorporated herein by reference).

EX-99.m1       Master Distribution and Shareholder Services Plan of Twentieth
               Century Capital Portfolios, Inc., Twentieth Century Investors,
               Inc., Twentieth Century Strategic Asset Allocations, Inc. and
               Twentieth Century World Investors, Inc. (Advisor Class), dated
               September 3, 1996 (filed as Exhibit b15a to Post-Effective
               Amendment No. 9 to the Registration Statement on Form N-1A of the
               Registrant, File No. 33-64872, filed on February 17, 1998, and
               incorporated herein by reference).

EX-99.m2       Amendment No. 1 to the 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 the 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 the 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 the 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 the 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 the 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 July 30, 1999 (filed as Exhibit m7 to
               Post-Effective Amendment No. 16 to the Registration Statement on
               Form N-1A of the Registrant, File No. 33-64872, filed on July 29,
               1999, and incorporated herein by reference).

EX-99.m8       Amendment No. 7 to the 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 19, 1999 (filed as Exhibit
               m8 to Post-Effective Amendment No. 87 to the Registration
               Statement on Form N-1A of American Century Mutual Funds, Inc.,
               File No. 2-14213, filed on November 29, 1999, and incorporated
               herein by reference).

EX-99.m9       Amendment No. 8 to the 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 1, 2000 (filed as Exhibit m9 to
               Post-Effective Amendment No. 19 to the Registration Statement on
               Form N-1A of American Century World Mutual Funds, Inc., File No.
               33-39242, filed on May 24, 2000, and incorporated herein by
               reference).

EX-99.m10      Amendment No. 9 to the 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 April 30, 2001 (filed as Exhibit m10
               to Post-Effective Amendment No. 24 to the Registration Statement
               on Form N-1A of American Century World Mutual Funds, Inc., File
               No. 33-39242, filed on April 19, 2001, and incorporated herein by
               reference).

EX-99.m11      Master Distribution and Individual 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. (C Class),
               dated March 1, 2001 (filed as Exhibit m11 to Post-Effective
               Amendment No. 24 to the Registration Statement on Form N-1A of
               American Century World Mutual Funds, Inc., File No. 33-39242,
               filed on April 19, 2001, and incorporated herein by reference).

EX-99.m12      Amendment No. 1 to Master Distribution and Individual 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. (C Class), dated March 1, 2001 (filed as Exhibit m12 to
               Post-Effective Amendment No. 24 to the Registration Statement on
               Form N-1A of American Century World Mutual Funds, Inc., File No.
               33-39242, filed on April 19, 2001, and incorporated herein by
               reference).

EX-99.m13      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.n1       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 March 1, 2001 (filed as Exhibit n1 to Post-Effective
               Amendment No. 24 to the Registration Statement on Form N-1A of
               American Century World Mutual Funds, Inc., File No. 33-39242,
               filed on April 19, 2001, and incorporated herein by reference).

EX-99.n2       Amendment No. 1 to the 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 April 30, 2001 (filed as
               Exhibit n2 to Post-Effective Amendment No. 24 to the Registration
               Statement on Form N-1A of American Century World Mutual Funds,
               Inc., File No. 33-39242, filed on April 19, 2001, and
               incorporated herein by reference).

EX-99.p1       American Century Code of Ethics (filed as Exhibit p to
               Post-Effective Amendment No. 30 to the Registration Statement on
               Form N-1A of American Century California Tax-Free and Municipal
               Funds, File No. 2-82734, filed on December 29, 2000, and
               incorporated herein by reference).

EX-99.p2       Barclays Code of Ethics (filed as Exhibit p2 to Post-Effective
               Amendment No. 30 to the Registration Statement on Form N-1A of
               American Century Variable Portfolios, Inc., File No. 33-14567,
               filed on April 12, 2001, and incorporated herein by reference).

EX-99.p3       J.P. Morgan Investment Management, Inc. Code of Ethics (filed as
               Exhibit p3 to Post-Effective Amendment No. 20 to the Registration
               Statement on Form N-1A of the Registrant, File No. 33-64872,

               filed on April 20, 2001, and incorporated herein by reference).

                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

                             ARTICLES SUPPLEMENTARY

         AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

         FIRST: Pursuant to authority expressly vested in the Board of Directors
by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the
Corporation, the Board of Directors of the Corporation has allocated One Billion
Seven Hundred Thirty Five Million (1,735,000,000) shares of the Three Billion
(3,000,000,000) shares of authorized capital stock of the Corporation, par value
One Cent ($0.01) per share, for an aggregate par value of Seventeen Million
Three Hundred Fifty Thousand Dollars ($17,350,000). As a result of the action
taken by the Board of Directors referenced in Article FIRST of these Articles
Supplementary, the six (6) Series of stock of the Corporation and the number of
shares and aggregate par value of each is as follows:



        Series                      Number of Shares    Aggregate Par Value
        ------                      ----------------    -------------------

        Equity Income Fund          235,000,000              $2,350,000

        Value Fund                  950,000,000              $9,500,000

        Real Estate Fund             75,000,000              $  750,000

        Small Cap Value Fund        137,500,000              $1,375,000

        Equity Index Fund           250,000,000              $2,500,000

        Large Cap Value Fund         87,500,000              $  875,000


         SECOND: Pursuant to authority expressly vested in the Board of
Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation,
the Board of Directors of the Corporation (a) has duly established classes of
shares (each hereinafter referred to as a "Class") for the Series of the capital
stock of the Corporation and (b) has allocated the shares designated to the
Series in Article EIGHTH above among the Classes of shares. As a result of the
action taken by the Board of Directors, the Classes of shares of the six (6)
Series of stock of the Corporation and the number of shares and aggregate par
value of each is as follows:



                                                             Number of
                                                             Shares                      Aggregate
 Series Name                    Class Name                   Allocated                   Par Value

Equity Income Fund              Investor                     200,000,000                $2,000,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000
                                C                             10,000,000                   100,000

Value Fund                      Investor                     750,000,000                $7,500,000
                                Institutional                100,000,000                 1,000,000
                                Service                                0                         0
                                Advisor                       50,000,000                   500,000
                                C                             50,000,000                   500,000

Real Estate Fund                Investor                      50,000,000                  $500,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000

Small Cap Value Fund            Investor                     100,000,000                $1,000,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000
                                C                             12,500,000                   125,000

Equity Index Fund               Investor                      50,000,000                $  500,000
                                Institutional                200,000,000                 2,000,000

Large Cap Value Fund            Investor                      50,000,000                  $500,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000
                                C                             12,500,000                   125,000



         THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or Class or any unissued
shares that have not been allocated to a Series or Class, and to fix or alter
all terms thereof, to the full extent provided by the Articles of Incorporation
of the Corporation.

         FOURTH: A description of the series and classes of shares, including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions for
redemption is set forth in the Articles of Incorporation of the Corporation and
is not changed by these Articles Supplementary, except with respect to the
creation and/or designation of the various Series.

         FIFTH: The Board of Directors of the Corporation had classified as
Series the authorized capital stock of the Corporation and has allocated shares
to each Series as set forth in these Articles Supplementary.






         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 Senior Vice President and attested to by its Assistant
Secretary on this 21st day of May, 2001.

                                            AMERICAN CENTURY
ATTEST:                                     CAPITAL PORTFOLIOS, INC.




Name:  Charles A. Etherington               Name:   David C. Tucker
Title:   Assistant Secretary                Title:    Senior Vice President


         THE UNDERSIGNED Senior 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:  May 21, 2001
                                          --------------------------------------
                                          David C. Tucker, Senior Vice President

                    AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT


         THIS AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT is made as of the 24th
day of May, 2001, by and between each of the open end management investment
companies listed on Schedule A, attached hereto, as of the dates noted on such
Schedule A, together with all other open end management investment companies
subsequently established and made subject to this Agreement in accordance with
Section 11 (the "Issuers") and American Century Investment Services, Inc.
("Distributor"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Distribution Agreement.

                                    RECITALS

         WHEREAS, the Issuers and Distributor are parties to a certain
Distribution Agreement dated March 13, 2000, as amended by Amendment No. 1 dated
June 1, 2000, Amendment No. 2 dated November 20, 2000, Amendment No. 3 dated
March 1, 2001 and Amendment No. 4 dated April 30, 2001 (the "Distribution
Agreement"); and

         WHEREAS, the Board of Directors of American Century Variable
Portfolios, Inc. ("ACVP") has adopted a Multiple Class Plan that permits the
issuance of a new class of shares; and

         WHEREAS, ACVP has authorized the issuance of the new class of shares
for four of its funds (the "Class II Funds") and the filing of a registration
statement for such funds; and

         WHEREAS, the parties desire to amend the Distribution Agreement to
permit Distributor to act as distributor for the Class II Funds.

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

         1. The Distribution Agreement is hereby amended to cover and include
the new Class II Funds.

         2. The following is added as a new Section 2.d. to the Distribution
Agreement:

         "d. Class II Shares. For the services provided and expenses incurred by
         Distributor as described in Section 2 of the Master Distribution Plan
         adopted by the Board with respect to the Class II Funds, Distributor
         shall be compensated by ACIM, not by the funds."

         3. The following is added as a new Section 3.d. to the Distribution
Agreement:

         "d. Distributor or one of its affiliates or designees shall pay all
         expenses incurred by it in connection with the performance of its
         distribution duties hereunder and under the Master Distribution Plan,
         dated as of May 18, 2001, with respect to the Class II Funds,
         including, but not limited to (A) payment of sales commission, ongoing
         commissions and other payments to brokers, dealers, financial
         institutions or others who sell Class II Funds pursuant to Selling
         Agreements; (B) compensation to registered representatives or other
         employees of Distributor who engage in or support distribution of the
         Class II Funds' 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 Class II 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 Class II Fund
         shares; (H) complying with federal and state securities laws pertaining
         to the sale of Class II 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 Class II Fund shares; (K) the organizing and
         conducting of sales seminars and payments in the form of transactional
         compensation or promotional incentives; (L) profit on the foregoing;
         (M) the payment of "service fees", as contemplated by the Rules of Fair
         Practice of the National Association of Securities Dealers, Inc.; and
         (N) such other distribution and services activities as the Issuer
         determines may be paid for by the Issuer pursuant to the terms of this
         Agreement and in accordance with Rule 12b-1 of the 1940 Act."


         4. Section 3.d. of the Distribution Agreement is hereby renumbered as
Section 3.e., and the first phrase is restated as follows:

         "In addition to paying the above expenses with respect to the Advisor
         Class, Service Class, C Class and Class II shares, . . . ."

         5. Section 11 of the Distribution Agreement is hereby amended by adding
a reference to "SCHEDULE G" to the lists of schedules that can and should be
amended when a new Class II Fund is added to this Agreement. SCHEDULE G, the
list of Class II Funds attached hereto, is hereby incorporated into the
Distribution Agreement.

         6. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended to-date and as
amended by this Amendment No. 5.

         7. In the event of a conflict between the terms of this Amendment No. 5
and the Distribution Agreement, as amended, it is the intention of the parties
that the terms of this Amendment No. 5 shall control and the Distribution
Agreement shall be interpreted on that basis. To the extent the provisions of
the Distribution Agreement have not been amended by this Amendment No. 5, the
parties hereby confirm and ratify the Distribution Agreement.

         8. This Amendment No. 5 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 5
as of the date first above written.

                                   AMERICAN CENTURY INVESTMENT SERVICES, INC.


                                   By:
                                        ----------------------------------------
                                   Name: David C. Tucker
                                   Title:  Senior Vice President



                                   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 VARIABLE PORTFOLIOS II, INC.
                                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                   By:
                                         ---------------------------------------
                                   Name:   Charles A. Etherington
                                   Title:  Vice President












                                   SCHEDULE G

Class II Funds
Fund                                                          Date of Agreement
----                                                          -----------------

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
       VP International Fund                                May 24, 2001
       VP Income & Growth Fund                              May 24, 2001
       VP Value Fund                                        May 24, 2001

       VP Ultra Fund                                        May 24, 2001

                    AMENDMENT NO. 6 TO DISTRIBUTION AGREEMENT


         THIS AMENDMENT NO. 6 TO DISTRIBUTION AGREEMENT is made as of the 1st
day of August, 2001, by and between each of the open end management investment
companies listed on Schedule A, attached hereto, as of the dates noted on such
Schedule A, together with all other open end management investment companies
subsequently established and made subject to this Agreement in accordance with
Section 11 (the "Issuers") and American Century Investment Services, Inc.
("Distributor"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Distribution Agreement.

                                                     RECITALS

         WHEREAS, the Issuers and Distributor are parties to a certain
Distribution Agreement dated March 13, 2000, as amended by Amendment No. 1 dated
June 1, 2000, Amendment No. 2 dated November 20, 2000, Amendment No. 3 dated
March 1, 2001, Amendment No. 4 dated April 30, 2001, and Amendment No. 5 dated
May 24, 2001 (the "Distribution Agreement"); and

         WHEREAS, American Century Investment Trust has added three new funds;
and

         WHEREAS, several of the Funds have changed their names; and

         WHEREAS, the parties desire to amend the Distribution Agreement to add
the new funds and reflect the name changes.

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

         1. The Distribution Agreement is hereby amended to include the new
funds and reflect the new fund names.

         2. Schedules A, B, C, E and F to the Distribution Agreement are hereby
amended by deleting the text thereof in their entirety and inserting in lieu
therefor the Schedules A, B, C, E and F attached hereto.

         3. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended to-date and as
amended by this Amendment No. 6.

         4. In the event of a conflict between the terms of this Amendment No. 6
and the Distribution Agreement, as amended, it is the intention of the parties
that the terms of this Amendment No. 6 shall control and the Distribution
Agreement shall be interpreted on that basis. To the extent the provisions of
the Distribution Agreement have not been amended by this Amendment No. 6, the
parties hereby confirm and ratify the Distribution Agreement.

         5. This Amendment No. 6 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 6
as of the date first above written.

                                   AMERICAN CENTURY INVESTMENT SERVICES, INC.


                                   By:
                                        ----------------------------------------
                                   Name: David C. Tucker
                                   Title:  Senior Vice President



                                   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 VARIABLE PORTFOLIOS II, INC.
                                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                   By:
                                         ---------------------------------------
                                   Name:   Charles A. Etherington
                                   Title:  Vice President









                                   SCHEDULE A

           Companies and Funds Covered by this Distribution Agreement

Fund                                                                Date of Agreement
----                                                                -----------------

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
       California Municipal Money Market Fund                        March 13, 2000
       California High-Yield Municipal Fund                          March 13, 2000
       California Tax-Free Money Market Fund                         March 13, 2000
       California Limited-Term Tax-Free Fund                         March 13, 2000
       California Intermediate-Term Tax-Free Fund                    March 13, 2000
       California Long-Term Tax-Free Fund                            March 13, 2000
       California Insured Tax-Free Fund                              March 13, 2000

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
       Equity Income Fund                                            March 13, 2000
       Real Estate Fund                                              March 13, 2000
       Value Fund                                                    March 13, 2000
       Small Cap Value Fund                                          March 13, 2000
       Equity Index Fund                                             March 13, 2000
       Large Cap Value Fund                                          March 13, 2000

AMERICAN CENTURY GOVERNMENT INCOME TRUST
       Short-Term Treasury Fund                                      March 13, 2000
       Treasury Fund (formerly Intermediate-Term Treasury Fund)      March 13, 2000
       Long-Term Treasury Fund                                       March 13, 2000
       Government Agency Money Market Fund                           March 13, 2000
       Short-Term Government Fund                                    March 13, 2000
       Ginnie Mae Fund (formerly GNMA Fund)                          March 13, 2000
       Inflation-Adjusted Treasury Fund                              March 13, 2000
       Capital Preservation Fund                                     March 13, 2000




AMERICAN CENTURY INTERNATIONAL BOND FUNDS
       International Bond Fund                                       March 13, 2000

AMERICAN CENTURY INVESTMENT TRUST
       Prime Money Market Fund                                       March 13, 2000
       Diversified Bond Fund                                         August 1, 2001
       Premium Money Market Fund                                     August 1, 2001
       High-Yield Fund                                               August 1, 2001

AMERICAN CENTURY MUNICIPAL TRUST
       Arizona Municipal Bond Fund (formerly Arizona                 March 13, 2000
      Intermediate-Term Municipal Fund)
       Florida Municipal Money Market Fund                           March 13, 2000
       Florida Municipal Bond Fund (formerly Florida                 March 13, 2000
      Intermediate-Term Municipal Fund)
       Tax-Free Money Market Fund                                    March 13, 2000
       Tax-Free Bond (formerly Intermediate-Term Tax-Free Fund)      March 13, 2000
       Long-Term Tax-Free Fund                                       March 13, 2000
       Limited-Term Tax-Free Fund                                    March 13, 2000
       High-Yield Municipal Fund                                     March 13, 2000








AMERICAN CENTURY MUTUAL FUNDS, INC.
       Balanced Fund                                                 March 13, 2000
       Growth Fund                                                   March 13, 2000
       Heritage Fund                                                 March 13, 2000
       Intermediate-Term Bond Fund                                   March 13, 2000
       Limited-Term Bond Fund                                        March 13, 2000
       Bond Fund                                                     March 13, 2000
       Select Fund                                                   March 13, 2000
       Ultra Fund                                                    March 13, 2000
       Vista Fund                                                    March 13, 2000
       Giftrust Fund                                                 March 13, 2000
       New Opportunities Fund                                        March 13, 2000
       High-Yield Fund                                               March 13, 2000
       Tax-Managed Value Fund                                        March 13, 2000
       Veedot Fund                                                   March 13, 2000
       Veedot Large-Cap Fund                                         March 13, 2000
       New Opportunities II Fund                                     May 1, 2001

AMERICAN CENTURY PREMIUM RESERVES, INC.
       Premium Government Reserve Fund                               March 13, 2000
       Premium Capital Reserve Fund                                  March 13, 2000
       Premium Managed Bond Fund                                     March 13, 2000

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
       Equity Growth Fund                                            March 13, 2000
       Income & Growth Fund                                          March 13, 2000
       Global Gold Fund                                              March 13, 2000
       Global Natural Resources Fund                                 March 13, 2000
       Utilities Fund                                                March 13, 2000
       Small Cap Quantitative Fund                                   March 13, 2000


AMERICAN CENTURY STRATEGIC ASSET
    ALLOCATIONS, INC.
       Strategic Allocation: Aggressive Fund                         March 13, 2000
       Strategic Allocation: Conservative Fund                       March 13, 2000
       Strategic Allocation: Moderate     Fund                       March 13, 2000



AMERICAN CENTURY TARGET MATURITIES TRUST
       Target 2005 Fund                                              March 13, 2000
       Target 2010 Fund                                              March 13, 2000
       Target 2015 Fund                                              March 13, 2000
       Target 2020 Fund                                              March 13, 2000
       Target 2025 Fund                                              March 13, 2000
       Target 2030 Fund                                              December 18, 2000









AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
       VP Advantage Fund                                             March 13, 2000
       VP Balanced Fund                                              March 13, 2000
       VP Capital Appreciation Fund                                  March 13, 2000
       VP International Fund                                         March 13, 2000
       VP Income & Growth Fund                                       March 13, 2000
       VP Value Fund                                                 March 13, 2000
       VP Equity Index Fund                                          December 1, 2000
       VP Growth Fund                                                December 1, 2000
       VP Ultra Fund                                                 December 1, 2000
       VP Vista Fund                                                 December 1, 2000
       VP Global Growth Fund                                         December 1, 2000




AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
       VP Prime Money Market Fund                                    December 1, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
       Emerging Markets Fund                                         March 13, 2000
       International Growth Fund                                     March 13, 2000
       International Discovery Fund                                  March 13, 2000
       Global Growth Fund                                            March 13, 2000
       Life Sciences Fund                                            June 1, 2000
       Technology Fund                                               June 1, 2000
       International Opportunities Fund                              May 1, 2001
       European Growth Fund                                          May 1, 2001













                                   SCHEDULE B

                              Investor Class Funds
Fund                                                                Date of Agreement
----                                                                -----------------




AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
       California Municipal Money Market Fund                        March 13, 2000
       California High-Yield Municipal Fund                          March 13, 2000
       California Tax-Free Money Market Fund                         March 13, 2000
       California Limited-Term Tax-Free Fund                         March 13, 2000
       California Intermediate-Term Tax-Free Fund                    March 13, 2000
       California Long-Term Tax-Free Fund                            March 13, 2000
       California Insured Tax-Free Fund                              March 13, 2000

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
       Equity Income Fund                                            March 13, 2000
       Real Estate Fund                                              March 13, 2000
       Value Fund                                                    March 13, 2000
       Small Cap Value Fund                                          March 13, 2000
       Equity Index Fund                                             March 13, 2000
       Large Cap Value Fund                                          March 13, 2000

AMERICAN CENTURY GOVERNMENT INCOME TRUST
       Short-Term Treasury Fund                                      March 13, 2000
       Treasury Fund (formerly Intermediate-Term Treasury Fund)      March 13, 2000
       Long-Term Treasury Fund                                       March 13, 2000
       Government Agency Money Market Fund                           March 13, 2000
       Short-Term Government Fund                                    March 13, 2000
       Ginnie Mae Fund (formerly GNMA Fund)                          March 13, 2000
       Inflation-Adjusted Treasury Fund                              March 13, 2000
       Capital Preservation Fund                                     March 13, 2000




AMERICAN CENTURY INTERNATIONAL BOND FUNDS
       International Bond Fund                                       March 13, 2000

AMERICAN CENTURY INVESTMENT TRUST
       Prime Money Market Fund                                       March 13, 2000
       Diversified Bond Fund                                         August 1, 2001
       Premium Money Market Fund                                     August 1, 2001
       High-Yield Fund                                               August 1, 2001







AMERICAN CENTURY MUNICIPAL TRUST

       Arizona Municipal Bond Fund (formerly Arizona                 March 13, 2000
      Intermediate-Term Municipal Fund)
       Florida Municipal Money Market Fund                           March 13, 2000
       Florida Municipal Bond Fund (formerly Florida                 March 13, 2000
      Intermediate-Term Municipal Fund)
       Tax-Free Money Market Fund                                    March 13, 2000
       Tax-Free Bond (formerly Intermediate-Term Tax-Free Fund)      March 13, 2000
       Long-Term Tax-Free Fund                                       March 13, 2000
       Limited-Term Tax-Free Fund                                    March 13, 2000
       High-Yield Municipal Fund                                     March 13, 2000

       AMERICAN CENTURY MUTUAL FUNDS, INC.
       Balanced Fund                                                 March 13, 2000
       Growth Fund                                                   March 13, 2000
       Heritage Fund                                                 March 13, 2000
       Intermediate-Term Bond Fund                                   March 13, 2000
       Limited-Term Bond Fund                                        March 13, 2000
       Bond Fund                                                     March 13, 2000
       Select Fund                                                   March 13, 2000
       Ultra Fund                                                    March 13, 2000
       Vista Fund                                                    March 13, 2000
       Giftrust                                                      March 13, 2000
       New Opportunities Fund                                        March 13, 2000
       High-Yield Fund                                               March 13, 2000
       Tax-Managed Value Fund                                        March 13, 2000
       Veedot Fund                                                   March 13, 2000
       Veedot Large-Cap Fund                                         March 13, 2000
       New Opportunities II Fund                                     May 1, 2001

AMERICAN CENTURY PREMIUM RESERVES, INC.
       Premium Government Reserve Fund                               March 13, 2000
       Premium Capital Reserve Fund                                  March 13, 2000
       Premium Bond Fund                                             March 13, 2000

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
       Equity Growth Fund                                            March 13, 2000
       Income & Growth Fund                                          March 13, 2000
       Global Gold Fund                                              March 13, 2000
       Global Natural Resources Fund                                 March 13, 2000
       Utilities Fund                                                March 13, 2000
       Small Cap Quantitative Fund                                   March 13, 2000

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
       Strategic Allocation: Aggressive Fund                         March 13, 2000
       Strategic Allocation: Conservative Fund                       March 13, 2000
       Strategic Allocation: Moderate Fund                           March 13, 2000








AMERICAN CENTURY TARGET MATURITIES TRUST
       Target 2005 Fund                                              March 13, 2000
       Target 2010 Fund                                              March 13, 2000
       Target 2015 Fund                                              March 13, 2000
       Target 2020 Fund                                              March 13, 2000
       Target 2025 Fund                                              March 13, 2000
       Target 2030 Fund                                              December 18, 2000

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
       VP Advantage Fund                                             March 13, 2000
       VP Balanced Fund                                              March 13, 2000
       VP Capital Appreciation Fund                                  March 13, 2000
       VP International Fund                                         March 13, 2000
       VP Income & Growth Fund                                       March 13, 2000
       VP Value Fund                                                 March 13, 2000
       VP Equity Index Fund                                          December 1, 2000
       VP Growth Fund                                                December 1, 2000
       VP Ultra Fund                                                 December 1, 2000
       VP Vista Fund                                                 December 1, 2000
       VP Global Growth Fund                                         December 1, 2000




AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
       VP Prime Money Market Fund                                    December 1, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
       Emerging Markets Fund                                         March 13, 2000
       International Growth Fund                                     March 13, 2000
       International Discovery Fund                                  March 13, 2000
       Global Growth Fund                                            March 13, 2000
       Life Sciences                                                 June 1, 2000
       Technology Fund                                               June 1, 2000
       International Opportunities Fund                              May 1, 2001
       European Growth Fund                                          May 1, 2001









                                   SCHEDULE C

                            Institutional Class Funds

Fund                                                                   Date of Agreement
----                                                                   -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
       Equity Income Fund                                            March 13, 2000
       Real Estate Fund                                              March 13, 2000
       Value Fund                                                    March 13, 2000
       Small Cap Value Fund                                          March 13, 2000
       Equity Index Fund                                             March 13, 2000
       Large Cap Value Fund                                          March 13, 2000

AMERICAN CENTURY MUTUAL FUNDS, INC.
       Balanced Fund                                                 March 13, 2000
       Growth Fund                                                   March 13, 2000
       Heritage Fund                                                 March 13, 2000
       Select Fund                                                   March 13, 2000
       Ultra Fund                                                    March 13, 2000
       Vista Fund                                                    March 13, 2000
       Tax-Managed Value Fund                                        March 13, 2000
       Veedot Fund                                                   March 13, 2000
       Veedot Large-Cap Fund                                         March 13, 2000
       New Opportunities II Fund                                     May 1, 2001

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
       Equity Growth Fund                                            March 13, 2000
       Income & Growth Fund                                          March 13, 2000
       Small Cap Quantitative Fund                                   March 13, 2000

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
       Strategic Allocation: Aggressive Fund                         June 1, 2000
       Strategic Allocation: Conservative Fund                       June 1, 2000
       Strategic Allocation: Moderate Fund                           June 1, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
       Emerging Markets Fund                                         March 13, 2000
       International Growth Fund                                     March 13, 2000
       International Discovery Fund                                  March 13, 2000
       Global Growth Fund                                            March 13, 2000
       Life Sciences Fund                                            June 1, 2000
       Technology Fund                                               June 1, 2000
       International Opportunities Fund                              May 1, 2001
       European Growth Fund                                          May 1, 2001

AMERICAN CENTURY INVESTMENT TRUST
       Diversified Bond Fund                                         August 1, 2001







                                   SCHEDULE E

                               Advisor Class Funds

Fund                                                                   Date of Agreement
----                                                                   -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
       Equity Income Fund                                            March 13, 2000
       Value Fund                                                    March 13, 2000
       Real Estate Fund                                              March 13, 2000
       Small Cap Value Fund                                          March 13, 2000
       Large Cap Value Fund                                          March 13, 2000

AMERICAN CENTURY GOVERNMENT INCOME TRUST
       Short-Term Treasury Fund                                      March 13, 2000
       Treasury Fund (formerly Intermediate-Term Treasury Fund)      March 13, 2000
       Long-Term Treasury Fund                                       March 13, 2000
       Government Agency Money Market Fund                           March 13, 2000
       Short-Term Government Fund                                    March 13, 2000
       Ginnie Mae Fund (formerly GNMA Fund)                          March 13, 2000
       Inflation-Adjusted Treasury Fund                              March 13, 2000




AMERICAN CENTURY INTERNATIONAL BOND FUNDS
       International Bond Fund                                       March 13, 2000

AMERICAN CENTURY MUTUAL FUNDS, INC.
       Balanced Fund                                                 March 13, 2000
       Growth Fund                                                   March 13, 2000
       Heritage Fund                                                 March 13, 2000
       Intermediate-Term Bond Fund                                   March 13, 2000
       Limited-Term Bond Fund                                        March 13, 2000
       Bond Fund                                                     March 13, 2000
       Select Fund                                                   March 13, 2000
       Ultra Fund                                                    March 13, 2000
       Vista Fund                                                    March 13, 2000
       High-Yield Fund                                               March 13, 2000
       Tax-Managed Value Fund                                        March 13, 2000
       Veedot Fund                                                   March 13, 2000
       Veedot Large-Cap Fund                                         March 13, 2000






AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
       Equity Growth Fund                                            March 13, 2000
       Income & Growth Fund                                          March 13, 2000
       Global Gold Fund                                              March 13, 2000
       Global Natural Resources Fund                                 March 13, 2000
       Utilities Fund                                                March 13, 2000
       Small Cap Quantitative Fund                                   March 13, 2000







AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
       Strategic Allocation: Aggressive Fund                         March 13, 2000
       Strategic Allocation: Conservative Fund                       March 13, 2000
       Strategic Allocation: Moderate Fund                           March 13, 2000

AMERICAN CENTURY TARGET MATURITIES TRUST
       Target 2005 Fund                                              March 13, 2000
       Target 2010 Fund                                              March 13, 2000
       Target 2015 Fund                                              March 13, 2000
       Target 2020 Fund                                              March 13, 2000
       Target 2025 Fund                                              March 13, 2000
       Target 2030 Fund                                              December 18, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
       Emerging Markets Fund                                         March 13, 2000
       International Growth Fund                                     March 13, 2000
       International Discovery Fund                                  March 13, 2000
       Global Growth Fund                                            March 13, 2000
       Life Sciences Fund                                            June 1, 2000
       Technology Fund                                               June 1, 2000
       European Growth Fund                                          May 1, 2001

AMERICAN CENTURY INVESTMENT TRUST
       Prime Money Market Fund                                       March 13, 2000
       Diversified Bond Fund                                         August 1, 2001
       High-Yield Fund                                               August 1, 2001













                                   SCHEDULE F

                                  C Class Funds
Fund                                                                 Date of Agreement
----                                                                 -----------------




AMERICAN CENTURY CALIFORNIA TAX-FREE
AND MUNICIPAL FUNDS
       California High-Yield Municipal Fund                          May 1, 2001

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
       Equity Income Fund                                            May 1, 2001
       Value Fund                                                    May 1, 2001
       Small Cap Value Fund                                          May 1, 2001




AMERICAN CENTURY GOVERNMENT INCOME TRUST
       GNMA Fund                                                     May 1, 2001

AMERICAN CENTURY INVESTMENT TRUST
       Prime Money Market Fund                                       May 1, 2001
       High-Yield Fund                                               August 1, 2001

AMERICAN CENTURY MUNICIPAL TRUST
       High-Yield Municipal Fund                                     May 1, 2001

AMERICAN CENTURY MUTUAL FUNDS, INC.
       Growth Fund                                                   May 1, 2001
       Ultra Fund                                                    May 1, 2001
       Vista Fund                                                    May 1, 2001
       High-Yield Fund                                               May 1, 2001
       Heritage Fund                                                 May 1, 2001




AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
       Equity Growth Fund                                            May 1, 2001
       Income & Growth Fund                                          May 1, 2001

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
       Strategic Allocation:  Aggressive Fund                        May 1, 2001
       Strategic Allocation:  Moderate Fund                          May 1, 2001

AMERICAN CENTURY TARGET MATURITIES TRUST
       Target 2030 Fund                                              May 1, 2001

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
       International Growth Fund                                     May 1, 2001
       Global Growth Fund                                            May 1, 2001
       Life Sciences                                                 May 1, 2001
       Technology Fund                                               May 1, 2001
       Emerging Markets Fund                                         May 1, 2001

       European Growth Fund                                          May 1, 2001

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Post-Effective Amendment
No. 21 to the Registration Statement No. 33-64872 of American Century Capital
Portfolios, Inc. on Form N-1A of our reports dated May 11, 2001, appearing in
the respective Annual Reports of the six funds comprising American Century
Capital Portfolios, Inc. for the year ended March 31, 2001, and to the reference
to us under the caption "Financial Highlights" in the Prospectuses, which is
part of such Registration Statement.





/s/Deloitte & Touche LLP
Deloitte & Touche LLP

Kansas City, Missouri
July 25, 2001