AMERICAN CENTURY CAPITAL PORTFOLIOS INC (Form: 485BPOS, Received: 07/30/2002 15:22:00)

485BPOS
Post-Effective Amendment

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. 22 [X]

and/or

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

File No. 811-7820

Amendment No. 22 [X]

(Check appropriate box or boxes.)

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

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

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

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

Approximate Date of Proposed Public Offering: July 31, 2002

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

[ ] immediately upon filing pursuant to paragraph (b)
[X] on July 31, 2002 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.

Your
American Century
Prospectus

INVESTOR CLASS
Large Company Value Fund
Value Fund

INSTITUTIONAL CLASS
Large Company Value Fund
Value Fund

JULY 31, 2002

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,

American Century is committed to providing you with an easy-to-read prospectus
that gives you the information you need to make confident investment decisions.

This year, you'll notice that we've combined information about Investor Class
and Institutional Class shares into one prospectus. It's important for you to be
aware of which class of shares you own or are considering for purchase while
you're reading through your prospectus. Certain restrictions may apply to one
class or another, and different classes may have different fees, expenses or
minimum investment requirements.

Investor Class shares have no up-front or deferred charges, commissions or 12b-1
fees. They are available directly from American Century. Institutional Class
shares are offered primarily through employer-sponsored retirement plans, or
through institutions such as banks, broker-dealers and insurance companies. The
Institutional Class shares also are available to individuals who meet the
minimum investment requirements as outlined in your prospectus.

Read carefully through the Fund Performance History, Investing with American
Century, and Financial Highlights sections, as they reflect the most significant
differences between the classes. Some sections have separate pages for the
different classes.

After you've reviewed your prospectus, should you have any questions, please
visit www.americancentury.com. You'll find information there 24 hours a day,
seven days a week that should answer many of your questions. You also may call
1-800-345-2021 weekdays, 7 a.m. to 7 p.m. and Saturdays, 9 a.m. to 2 p.m.
Central time.

Sincerely,

/s/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
MANAGEMENT ................................................................ 8
INVESTING WITH AMERICAN CENTURY ........................................... 10
SHARE PRICE AND DISTRIBUTIONS ............................................. 15
TAXES ..................................................................... 16
MULTIPLE CLASS INFORMATION ................................................ 18
FINANCIAL HIGHLIGHTS ...................................................... 19

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

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This symbol highlights special information and helpful tips.

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Large Company Value and Value seek long-term capital growth. Income is a
secondary objective.

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

In selecting stocks for Large Company Value and 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. 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.

Fund Primary Investments
---------------------------------------------------------------------------------
Large Company Value Equity securities of larger companies
---------------------------------------------------------------------------------
Value Equity securities of small, medium and large companies
---------------------------------------------------------------------------------

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. At any given time, your
shares may be worth more or less than the price you paid for them. In other
words, 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, the value of the funds' shares may decline, even if stock prices
generally are rising.

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

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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.

FUND PERFORMANCE HISTORY

LARGE COMPANY VALUE FUND
VALUE FUND

Annual Total Returns(1)

The following bar charts show 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. Account fees are
not reflected in the chart below. If they had been included, returns would be
lower than those shown.

LARGE COMPANY VALUE -- INVESTOR CLASS

[data from bar chart]
2001 7.47%
2000 9.68%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the
fund's year-to-date returns was -4.04%.

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

Highest Lowest
--------------------------------------------------------------------------------
Large Company Value 9.25% (4Q 2001) -9.96 (3Q 2001)
--------------------------------------------------------------------------------

VALUE - INVESTOR CLASS

[data from bar chart]

2001 12.86%
2000 18.27%
1999 -0.80%
1998 4.99%
1997 26.01%
1996 24.25%
1995 32.80%
1994 3.99%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the
fund's year-to-date returns was -3.76%.

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

Highest Lowest
--------------------------------------------------------------------------------
Value 18.45% (2Q 1999) -11.00% (3Q 1999)
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Average Annual Total Returns

The following table shows the average annual total returns of the funds'
Investor Class shares calculated three different ways. An additional table shows
the average annual total returns of the funds' Institutional Class shares
calculated before the impact of taxes.

Return Before Taxes shows the actual change in the value of the fund shares over
the time periods shown, but does not reflect the impact of taxes on fund
distributions or the sale of fund shares. The two after-tax returns take into
account taxes that may be associated with owning fund shares. Return After Taxes
on Distributions is a fund's actual performance, adjusted by the effect of taxes
on distributions made by the fund during the periods shown. Return After Taxes
on Distributions and Sale of Fund Shares is further adjusted to reflect the tax
impact on any change in the value of fund shares as if they had been sold on the
last day of the period.

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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.

After-tax returns are calculated using the historical highest federal marginal
income tax rates and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investor's tax situation and may differ from
those shown. After-tax returns shown are not relevant to investors who hold fund
shares through tax-deferred arrangements such as 401(k) plans or IRAs.

The benchmarks are unmanaged indices that have no operating costs and are
included in the table for performance comparison.

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.

Large Company Value's benchmark was changed from the S&P 500/BARRA Value Index
to the Russell 1000 Value Index beginning October 2001. The fund's advisor
believes the latter index better represents the types of value stocks in which
the fund invests.

INVESTOR CLASS

For the calendar year ended December 31, 2001 1 year 5 years Life of Fund(1)
---------------------------------------------------------------------------------------------
Large Company Value
Return Before Taxes 7.47% N/A 4.96%
Return After Taxes on Distributions 6.95% N/A 3.74%
Return After Taxes on Distributions
and Sale of fund Shares 4.54% N/A 3.17%
Russell 1000 Value Index -5.59% N/A -0.42%
(reflects no deduction for fees, expenses or taxes)
S&P 500/BARRA Value Index -11.71% N/A -1.85%
(reflects no deduction for fees, expenses or taxes)
---------------------------------------------------------------------------------------------
Value
Return Before Taxes 12.86% 11.86% 14.54%
Return After Taxes on Distributions 11.63% 8.02% 10.66%
Return After Taxes on Distributions
and Sale of fund Shares 7.80% 7.70% 10.05%
Lipper Multicap Value Index 1.30% 9.73% 12.03%
(reflects no deduction for fees, expenses or taxes)
S&P 500 Index -11.87% 10.70% 13.60%
(reflects no deduction for fees, expenses or taxes)
---------------------------------------------------------------------------------------------

(1) The inception dates for the class are Large Company Value,
July 30, 1999; and Value, September 1, 1993.

INSTITUTIONAL CLASS

For the calendar year ended December 31, 2001 1 year Life of Fund(1)
--------------------------------------------------------------------------------
Value 13.24% 9.19%
Lipper Multicap Value Index 1.30% 5.83%
S&P 500 Index -11.87% 5.69%
--------------------------------------------------------------------------------

(1) The inception date for the class is July 31, 1997.

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

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 same class of shares of other American Century funds
* to redeem your shares other than a $10 fee to redeem by wire

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
--------------------------------------------------------------------------------
Investor Class
Maximum Account Maintenance Fee $25(1)
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(1) Applies only to investors whose total investments with American Century are
less than $10,000. See Account Maintenance Fee under Investing with American
Century for more details.

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

(1) The fund has a stepped fee schedule. As a result, the fund's management fee
rate generally decreases as fund assets increase, and increases as fund
assets decrease.

(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
---------------------------------------------------------------------------
Investor Class
Large Company Value $92 $286 $497 $1,104
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Value $102 $318 $551 $1,219
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Institutional Class
Large Company Value $71 $224 $389 $868
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Value $82 $255 $443 $987
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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.

OBJECTIVES, STRATEGIES AND RISKS

LARGE COMPANY VALUE FUND
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.

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

* Large Company Value invests primarily in larger companies. Under normal market
conditions, the fund will have at least 80% of its assets in equity securities
of companies comprising the Russell 1000 Value Index.

* 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.

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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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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.

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.

At any given time your shares may be worth more or less than the price you paid
for them. In other words, 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 the 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 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.

Although the fund managers intend to invest the funds' assets 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.

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 specific class of 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 Investor Institutional
Recent Fiscal Year Ended March 31, 2002 (except as noted) Class Class
--------------------------------------------------------------------------------------
Large Company Value 0.90% 0.70%(1)
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Value 1.00% 0.80%
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(1) August 10, 2001 (commencement of sale) through March 31, 2002. Annualized.

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 Company 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 Company 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 Company 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

PHILLIP N. DAVIDSON

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

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.

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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.

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. Investor Class shareholders who choose this option are not
eligible to enroll for exclusive online account management to waive the account
maintenance fee. See Account Maintenance Fee in this section.

WAYS TO MANAGE YOUR ACCOUNT
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BY TELEPHONE

INVESTOR CLASS

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

INSTITUTIONAL CLASS

Service Representative
1-800-345-3533

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. The Automated Information Line is available only to
Investor Class shareholders.

MAKE ADDITIONAL INVESTMENTS

Call or use our Automated Information Line if you have authorized us to invest
from your bank account. The Automated Information Line is available only to
Investor Class shareholders.

SELL SHARES

Call a Representative.

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ONLINE

www.americancentury.com

INVESTOR CLASS ONLY

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*

Redeem shares and proceeds will be electronically transferred to your authorized
bank account.

*Online redemptions up to $25,000 per day.

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BY MAIL OR FAX

INVESTOR CLASS

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

Fax
816-340-7962

INSTITUTIONAL CLASS

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

Fax
816-340-4655

OPEN AN ACCOUNT

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

EXCHANGE SHARES

Send 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.

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.

WAYS TO MANAGE YOUR ACCOUNT
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AUTOMATICALLY

INVESTOR AND
INSTITUTIONAL CLASS

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.

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BY WIRE

INVESTOR AND
INSTITUTIONAL CLASS

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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.

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IN PERSON

INVESTOR CLASS ONLY

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 Street 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

MINIMUM INITIAL INVESTMENT AMOUNTS (INVESTOR CLASS)

To open an account, the minimum investments are:
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Individual or Joint $2,500
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Traditional IRA $2,500
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Roth IRA $2,500
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Coverdell Education Savings Account (CESA)(1) $2,000
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UGMA/UTMA $2,500
--------------------------------------------------------------------------------
403(b) $1,000(2)
--------------------------------------------------------------------------------
Qualified Retirement Plans $2,500(3)
--------------------------------------------------------------------------------

(1) Formerly Education IRA.

(2) 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.

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

ACCOUNT MAINTENANCE FEE (INVESTOR CLASS)

We charge a $12.50 semiannual account maintenance fee to investors whose total
investments with American Century are less than $10,000. We will determine the
amount of your total investments twice per year, generally the last Friday in
October and April. If your total investments are less than $10,000 at that time,
we will redeem shares automatically in one of your accounts to pay the $12.50
fee. Please note that you may incur a tax liability as a result of the
redemption. In determining your total investment amount, we will include your
investments in American Century funds held in all PERSONAL ACCOUNTS and IRAs
including SEP-, SARSEP- and SIMPLE-IRAs (but no other retirement plan accounts)
registered under your Social Security number. We will not charge the fee as long
as you choose to manage your accounts exclusively online. You may enroll for
exclusive online account management on our Web site. To find out more about
exclusive online account management, visit www.americancentury.com/info/demo.
The Institutional Class does not have an account maintenance fee.

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 (INSTITUTIONAL CLASS)

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.

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PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA
accounts, personal trusts, Education Savings Accounts (formerly Education IRAs)
and traditional, Roth and Rollover IRAs. If you have only business, business
retirement, employer-sponsored or American Century Brokerage accounts, you are
currently not subject to this fee, but you may be subject to other fees.

The following policies apply to Investor Class and Institutional Class
shareholders.

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

If, during any 90-day period, you redeem fund shares worth more than $250,000
(or 1% of the value of a 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 a fund and its remaining investors.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your account balance falls below the minimum initial investment amount for
any reason other than as a result of market fluctuation, we will notify you and
give you 90 days to meet the minimum. For Investor Class shares, if you do not
meet the deadline, American Century reserves the right to redeem the shares in
the account and send the proceeds to your address of record. For Institutional
Class shares, 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

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.

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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.

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 the funds. In making this judgment, we may consider trading done
in multiple accounts under common ownership or control.

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

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 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
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.

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GOOD ORDER means that your instructions have been received in the form required
by American Century. This may include, for example, providing the fund name and
account number, the amount of the transaction and all required signatures.

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

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 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 a fund from its investments, or capital gains generated by a 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:

Tax Rate for 10% Tax Rate for
Type of Distribution 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 a
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 or a
financial intermediary 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.

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BUYING A DIVIDEND

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

The risk in buying a dividend is that 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.

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 taxable dividends, capital gains distributions and redemption
proceeds.

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 and Institutional Class shares. Investor Class
shares have no up-front or deferred charges, commissions or 12b-1 fees.
Institutional Class shares 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 classes offered by this prospectus. 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 Class 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.

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 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 investment portfolio that
is replaced during the period

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.

LARGE COMPANY VALUE FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)

Per-Share Data
2002 2001 2000(1)
--------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.08 $4.59 $5.00
---------- ----------- -----------
Income From Investment Operations
Net Investment Income(2) 0.07 0.08 0.05
Net Realized and Unrealized Gain (Loss) 0.45 0.48 (0.41)
---------- ----------- -----------
Total From Investment Operations 0.52 0.56 (0.36)
---------- ----------- -----------
Distributions
From Net Investment Income (0.07) (0.07) (0.05)
From Net Realized Gains -- -- --
---------- ----------- -----------
Total Distributions (0.07) (0.07) (0.05)
---------- ----------- -----------
Net Asset Value, End of Period $5.53 $5.08 $4.59
========== =========== ===========
Total Return(3) 10.20% 12.38% (7.22)%

Ratios/Supplemental Data
2002 2001 2000(1)
--------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.90% 0.90% 0.90%(4)
Ratio of Net Investment Income to Average Net Assets 1.34% 1.62% 1.72%(4)
Portfolio Turnover Rate 34% 55% 51%
Net Assets, End of Period (in thousands) $69,961 $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. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net asset
values to two decimal places. If net asset values were calculated to three
decimal places, the total return differences would more closely reflect the
class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result
in any gain or loss of value between one class and another.

(4) Annualized.

VALUE FUND

Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31

Per-Share Data
2002 2001 2000 1999 1998
-----------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.27 $5.35 $5.77 $7.73 $6.58
--------- -------- ---------- --------- ---------
Income From Investment Operations
Net Investment Income(1) 0.08 0.10 0.09 0.08 0.10
Net Realized and Unrealized Gain (Loss) 1.03 0.92 (0.01) (0.80) 2.35
--------- -------- ---------- --------- ---------
Total From Investment Operations 1.11 1.02 0.08 (0.72) 2.45
--------- -------- ---------- --------- ---------
Distributions
From Net Investment Income (0.08) (0.10) (0.09) (0.09) (0.10)
From Net Realized Gains (0.11) -- (0.41) (1.15) (1.20)
--------- -------- ---------- --------- ---------
Total Distributions (0.19) (0.10) (0.50) (1.24) (1.30)
--------- -------- ---------- --------- ---------
Net Asset Value, End of Period $7.19 $6.27 $5.35 $5.77 $7.73
========= ======== ========== ========= =========
Total Return(2) 17.96% 19.20% 1.42% (9.88)% 39.94%

Ratios/Supplemental Data
2002 2001 2000 1999 1998
-----------------------------------------------------------------------------------------------------------------
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 1.11% 1.71% 1.48% 1.19% 1.38%
Portfolio Turnover Rate 151% 150% 115% 130% 130%
Net Assets, End of Period (in thousands) $2,068,901 $1,532,113 $1,388,646 $1,719,367 $2,713,562

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

(2) Total return assumes reinvestment of dividends and capital gains
distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating
the net asset values to two decimal places. If net asset values were
calculated to three decimal places, the total return differences would more
closely reflect the class expense differences. The calculation of net asset
values to two decimal places is made in accordance with SEC guidelines and
does not result in any gain or loss of value between one class and another.

LARGE COMPANY VALUE FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED

Per-Share Data
2002(1)
---------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.44
--------
Income From Investment Operations
Net Investment Income(2) 0.06
Net Realized and Unrealized Gain 0.08
---------
Total From Investment Operations 0.14
---------
Distributions
From Net Investment Income (0.05)
From Net Realized Gains --
---------
Total Distributions (0.05)
---------
Net Asset Value, End of Period $5.53
=========
Total Return(3) 2.69%

Ratios/Supplemental Data
2002(1)
---------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.70% (4)
Ratio of Net Investment Income to Average Net Assets 1.74% (4)
Portfolio Turnover Rate 34%(5)
Net Assets, End of Period (in thousands) $2,632

(1) August 10, 2001 (commencement of sale) through March 31, 2002.

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

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated was
calculated for the year ended March 31, 2002.

VALUE FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)

Per-Share Data
2002 2001 2000 1999 1998(1)
--------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.27 $5.36 $5.78 $7.73 $7.84
-------- -------- --------- --------- ---------
Income From Investment Operations
Net Investment Income(2) 0.09 0.11 0.10 0.10 0.15
Net Realized and Unrealized Gain (Loss) 1.04 0.91 (0.01) (0.80) 1.02
-------- -------- --------- --------- ---------
Total From Investment Operations 1.13 1.02 0.09 (0.70) 1.17
-------- -------- --------- --------- ---------
Distributions
From Net Investment Income (0.09) (0.11) (0.10) (0.10) (0.08)
From Net Realized Gains (0.11) -- (0.41) (1.15) (1.20)
-------- -------- --------- --------- ---------
Total Distributions (0.20) (0.11) (0.51) (1.25) (1.28)
-------- -------- --------- --------- ---------
Net Asset Value, End of Period $7.20 $6.27 $5.36 $5.78 $7.73
======== ======== ========= ========= =========
Total Return(3) 18.19% 19.24% 1.65% (9.52)% 17.14%

Ratios/Supplemental Data
2002 2001 2000 1999 1998(1)
--------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80%(4)
Ratio of Net Investment Income to Average Net Assets 1.31% 1.91% 1.68% 1.39% 2.97%(4)
Portfolio Turnover Rate 151% 150% 115% 130% 130%(5)
Net Assets, End of Period (in thousands) $226,681 $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.

(4) Annualized.

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

NOTES

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

Fund Reference Fund Code Ticker Newspaper Listing
----------------------------------------------------------------------------
Investor Class
Large Company Value Fund 987 ALVIX --
Value Fund 039 TWVLX Value
----------------------------------------------------------------------------
Institutional Class
Large Company Value 487 -- --
----------------------------------------------------------------------------
Value Fund 339 AVLIX Value
----------------------------------------------------------------------------

Investment Company Act File No. 811-7820

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

AMERICAN CENTURY INVESTMENTS

www.americancentury.com

Investor Class
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021 or 816-531-5575

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

0207
SH-PRS-30161

Your
American Century
Prospectus

ADVISOR CLASS
Large Company Value Fund
Value Fund

C CLASS
Large Company Value Fund
Value Fund

JULY 31, 2002

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,

American Century is committed to providing you with an easy-to-read prospectus
that gives you the information you need to make confident investment decisions.

This year, you'll notice that we've combined information about Advisor Class and
C Class shares into one prospectus. Advisor Class and C Class shares are both
offered primarily through employer-sponsored retirement plans, or through
institutions such as banks, broker-dealers and insurance companies.

It's important for you to be aware of which class of shares you own or are
considering for purchase while you're reading through your prospectus. Certain
restrictions may apply to one class or another, and different classes may have
different fees, expenses or minimum investment requirements.

After you've reviewed your prospectus, should you have any questions, please
visit www.americancentury.com. You'll find information there 24 hours a day,
seven days a week that should answer many of your questions. Or, call your
investment professional, who will be happy to assist you.

Sincerely,

/s/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 .......................................... 7
MANAGEMENT ................................................................ 9
INVESTING WITH AMERICAN CENTURY ........................................... 11
SHARE PRICE AND DISTRIBUTIONS ............................................. 14
TAXES ..................................................................... 15
MULTIPLE CLASS INFORMATION ................................................ 17
FINANCIAL HIGHLIGHTS ...................................................... 19

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

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This symbol highlights special information and helpful tips.

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Large Company Value and Value seek long-term capital growth. Income is a
secondary objective.

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

Fund Primary Investments
-------------------------------------------------------------------------------
Large Company Value Equity securities of larger companies
-------------------------------------------------------------------------------
Value Equity securities of small, medium and large companies
-------------------------------------------------------------------------------

If the market does not consider the individual stocks purchased by the funds to
be undervalued, the value of the funds' shares may decline, even if stock prices
generally are rising.

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

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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.

FUND PERFORMANCE HISTORY

LARGE COMPANY VALUE FUND
VALUE FUND

Annual Total Returns(1)

The following bar charts show the performance of the funds' Advisor Class shares
for each full calendar year in the life of the class. It indicates the
volatility of the funds' historical returns from year to year.

LARGE COMPANY VALUE -- ADVISOR CLASS

[data from bar chart]

2001 7.20%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the
fund's year-to-date return was -4.17%.

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

Highest Lowest
--------------------------------------------------------------------------------
Large Company Value 9.20% (4Q 2001) -10.01 (3Q 2001)
--------------------------------------------------------------------------------

VALUE -- ADVISOR CLASS

[data from bar chart]

2001 12.58%
2000 18.01%
1999 -0.87%
1998 4.55%
1997 25.73%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the
fund's year-to-date return was -3.90%.

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

Highest Lowest
--------------------------------------------------------------------------------
Value 18.20% (2Q 1999) -10.93% (3Q 1999)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following table shows the average annual total returns of the funds' Advisor
Class shares calculated three different ways. Once the funds' C Class shares
have a full calendar year's worth of performance, an additional table will show
the average annual total returns of the C Class calculated before the impact of
taxes.

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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.

The benchmarks are unmanaged indices that have no operating costs and are
included in the table for performance comparison.

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.

ADVISOR CLASS

For the calendar year ended December 31, 2001 1 year 5 years Life of Fund(1)
-----------------------------------------------------------------------------------------------
LARGE COMPANY VALUE
Return Before Taxes 7.20% N/A 13.07%
Return After Taxes on Distributions 6.79% N/A 12.57%
Return After Taxes on Distributions
and Sale of fund Shares 4.38% N/A 10.23%
Russell 1000 Value Index -5.59% N/A -3.90%(2)
(reflects no deductions for fees, expenses or taxes)
S&P 500/BARRA Value Index -11.71% N/A -10.31%(2)
(reflects no deductions for fees, expenses or taxes)
-----------------------------------------------------------------------------------------------
VALUE
Return Before Taxes 12.58% 11.60% 12.62%
Return After Taxes on Distributions 11.46% 7.87% 8.46%
Return After Taxes on Distributions
and Sale of fund Shares 7.64% 7.55% 8.18%
Lipper Multicap Value Index 1.30% 9.73% 10.93%(3)
(reflects no deductions for fees, expenses or taxes)
S&P 500 Index -11.87% 10.70% 11.86%(3)
(reflects no deductions for fees, expenses or taxes)
-----------------------------------------------------------------------------------------------

(1) The inception dates for the class are Large Company Value, October
26, 2000; and Value, October 2, 1996.

(2) Since October 31, 2000, the date closest to the fund's inception for
which data is available.

(3) Since September 30, 1996, the date closest to the fund's inception
for which data is available.

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

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 same class of shares of other American Century funds

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
----------------------------------------------------------------------------------------
C CLASS
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(1) Expenses(2) Operating Expenses
--------------------------------------------------------------------------------------------------
ADVISOR CLASS
Large Company Value 0.65%(3) 0.50% 0.00% 1.15%
--------------------------------------------------------------------------------------------------
Value 0.75% 0.50% 0.00% 1.25%
--------------------------------------------------------------------------------------------------
C CLASS
Large Company Value 0.90%(3) 1.00% 0.00% 1.90%
--------------------------------------------------------------------------------------------------
Value 1.00% 1.00% 0.00% 2.00%
--------------------------------------------------------------------------------------------------

(1) The 12b-1 fee is designed to permit investors to purchase Advisor Class and
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 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 18.

(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.

(3) The fund has a stepped fee schedule. As a result, the fund's management fee
rate generally decreases as fund assets increase, and increases as fund
assets decrease.

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

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
----------------------------------------------------------------------
ADVISOR CLASS
Large Company Value $117 $364 $630 $1,390
----------------------------------------------------------------------
Value $127 $395 $683 $1,503
----------------------------------------------------------------------
C CLASS
Large Company Value $295 $593 $1,019 $2,202
----------------------------------------------------------------------
Value $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
----------------------------------------------------------------------
C CLASS
Large Company Value $192 $593 $1,019 $2,202
----------------------------------------------------------------------
Value $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.

OBJECTIVES, STRATEGIES AND RISKS

LARGE COMPANY VALUE FUND
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 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.

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

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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 FUNDS?

At any given time your shares may be worth more or less than the price you paid
for them. In other words, it is possible to lose money by investing in the
funds.

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

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, 2002 (except as noted) Advisor C Class
------------------------------------------------------------------------------------
Large Company Value 0.65% 0.90%(1)
------------------------------------------------------------------------------------
Value 0.75% 1.00%(1)
------------------------------------------------------------------------------------

(1) November 7, 2001 (commencement of sale) and June 4, 2001 (commencement of
sale) for Large Company Value and Value respectively, through March 31,
2002. Annualized.

THE FUND MANAGEMENT TEAMS

The portfolio managers on the investment teams are identified below.

Large Company 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 Company 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

Value

PHILLIP N. DAVIDSON

SCOTT A. MOORE

FUNDAMENTAL INVESTMENT POLICIES

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CODE OF ETHICS

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS AND C CLASS SHARES

The Advisor Class and 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 and distribution services.

MINIMUM INITIAL INVESTMENT AMOUNTS

(1) Formerly Education IRA.

(2) 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.

(3) 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.

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

If you sell your C Class shares within 18 months of their purchase, you will pay
a sales charge the amount of which is contingent upon the amount of time you
have held your shares. See Contingent Deferred Sales Charge on page 17.

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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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.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If your account balance falls below the minimum initial investment amount for
any reason other than as a result of market fluctuation, we will notify you and
give you 90 days to meet the minimum. If you do not meet the deadline, American
Century reserves the right to redeem the shares in the account and send the
proceeds to your address of record. Please note that C Class shares redeemed in
this manner may be subject to a sales charge if held less than 18 months. You
also may incur tax liability as a result of the redemption.

EXCHANGES BETWEEN FUNDS (C CLASS)

You may exchange C Class shares of a 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.

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

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 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
distributions received with your redemption proceeds.

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

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

Tax Rate for 10% Tax Rate for
Type of Distribution 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.

Taxes on Transactions

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 and C Class shares. Advisor Class and C Class shares 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 classes offered by this prospectus. 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 Class shares.

You also can contact a sales representative or financial intermediary who offers
that class 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' Advisor Class and C Class shares have 12b-1 plans. Under
the Advisor Class Plan, each fund's Advisor Class pays an annual fee of 0.50% of
Advisor Class average net assets, 0.25% for certain shareholder and
administrative services and 0.25% for distribution services. Under the C Class
Plan, each fund's 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 Advisor Class and 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 other
types of sales charges. For additional information about the Plans and their
terms, see Multiple Class Structure in the Statement of Additional Information.

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 investment portfolio that
is replaced during the period

LARGE COMPANY VALUE FUND
Advisor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)

Per-Share Data
2002 2001(1)
---------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.08 $4.69
---------- ----------
Income From Investment Operations
Net Investment Income(2) 0.06 0.03
Net Realized and Unrealized Gain 0.44 0.39
---------- ----------
Total From Investment Operations 0.50 0.42
---------- ----------
Distributions
From Net Investment Income (0.05) (0.03)
From Net Realized Gains -- --
---------- ----------
Total Distributions (0.05) (0.03)
---------- ----------
Net Asset Value, End of Period $5.53 $5.08
========== ==========
Total Return(3) 9.93% 8.94%

Ratios/Supplemental Data
2002 2001(1)
---------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.15% 1.15%(4)
Ratio of Net Investment Income to Average Net Assets 1.09% 1.53%(4)
Portfolio Turnover Rate 34% 55%(5)
Net Assets, End of Period (in thousands) $6 $121

(1) October 26, 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. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net
asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely
reflect the class expense differences. The calculation of net asset values
to two decimal places is made in accordance with SEC guidelines and does
not result in any gain or loss of value between one class and another.

(4) Annualized.

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

VALUE FUND
Advisor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31

Per-Share Data
2002 2001 2000 1999 1998
-----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.27 $5.36 $5.77 $7.73 $6.58
--------- -------- -------- -------- ---------
Income From Investment Operations
Net Investment Income(1) 0.06 0.08 0.07 0.06 0.08
Net Realized and Unrealized Gain (Loss) 1.03 0.92 0.01 (0.80) 2.35
--------- -------- -------- -------- ---------
Total From Investment Operations 1.09 1.00 0.08 (0.74) 2.43
--------- -------- -------- -------- ---------
Distributions
From Net Investment Income (0.06) (0.09) (0.08) (0.07) (0.08)
From Net Realized Gains (0.11) -- (0.41) (1.15) (1.20)
--------- -------- -------- -------- ---------
Total Distributions (0.17) (0.09) (0.49) (1.22) (1.28)
--------- -------- -------- -------- ---------
Net Asset Value, End of Period $7.19 $6.27 $5.36 $5.77 $7.73
========= ======== ======== ======== =========
Total Return(2) 17.51% 18.72% 1.36% (10.09)% 39.60%

Ratios/Supplemental Data
2002 2001 2000 1999 1998
-----------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.25% 1.25% 1.25% 1.25% 1.25%
Ratio of Net Investment Income to Average Net Assets 0.86% 1.46% 1.23% 0.94% 1.13%
Portfolio Turnover Rate 151% 150% 115% 130% 130%
Net Assets, End of Period (in thousands) $208,311 $102,357 $61,323 $54,277 $56,118

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

LARGE COMPANY VALUE FUND
C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED

Per-Share Data
2002(1)
---------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.14
---------
Income From Investment Operation

Net Investment Income(2) 0.01
Net Realized and Unrealized Gain 0.39
---------
Total From Investment Operations 0.40
---------
Distributions
From Net Investment Income (0.01)
From Net Realized Gains --
---------
Total Distributions (0.01)
---------
Net Asset Value, End of Period $5.53
=========
Total Return(3) 7.78%

Ratios/Supplemental Data
2002(1)
---------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.90%(4)
Ratio of Net Investment Income to Average Net Assets 0.33%(4)
Portfolio Turnover Rate 34%(5)
Net Assets, End of Period (in thousands) $257

(1) November 7, 2001 (commencement of sale) through March 31, 2002.

(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. The total return of the classes may not precisely reflect the
class expense differences because of the impact of calculating the net
asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely
reflect the class expense differences. The calculation of net asset values
to two decimal places is made in accordance with SEC guidelines and does
not result in any gain or loss of value between one class and another.

(4) Annualized.

(5) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2002.

VALUE FUND
C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED MARCH 31

PER-SHARE DATA
2002(1)
-------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.90
---------
Income From Investment Operations
Net Investment Income(2) --(3)
Net Realized and Unrealized Gain 0.42
---------
Total From Investment Operations 0.42
---------
Distributions
From Net Investment Income (0.03)
From Net Realized Gains (0.11)
---------
Total Distributions (0.14)
---------
Net Asset Value, End of Period $7.18
=========
Total Return(4) 6.33%

Ratios/Supplemental Data

2002(1)
--------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 2.00%(5)
Ratio of Net Investment Income to Average Net Assets (0.06)%(5)
Portfolio Turnover Rate 151%(6)
Net Assets, End of Period (in thousands) $1,866

(1) June 4, 2001 (commencement of sale) through March 31, 2002.

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

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

(4) Total return assumes reinvestment of dividends and capital gains
distributions, if any, and do not reflect applicable sales charges. Total
returns for periods less than one year are not annualized. The total return
of the classes may not precisely reflect the class expense differences
because of the impact of calculating the net asset values to two decimal
places. If net asset values were calculated to three decimal places, the
total return differences would more closely reflect the class expense
differences. The calculation of net asset values to two decimal places is
made in accordance with SEC guidelines and does not result in any gain or
loss of value between one class and another.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2002.

NOTES

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

Fund Reference Fund Code Ticker Newspaper Listing
--------------------------------------------------------------------------------
ADVISOR CLASS
Large Company Value Fund 887 -- --
--------------------------------------------------------------------------------
Value Fund 739 TWADX Value
--------------------------------------------------------------------------------
C CLASS
Large Company Value Fund 687 -- --
--------------------------------------------------------------------------------
Value 439 -- Value
--------------------------------------------------------------------------------

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
www.americancentury.com

0207
SH-PRS-30162

[front cover]

Your
American Century
prospectus

INVESTOR CLASS

Small Cap Value Fund
Equity Income Fund
Real Estate Fund

INSTITUTIONAL CLASS

Small Cap Value Fund
Equity Income Fund
Real Estate Fund

JULY 31, 2002

Small Cap Value is closed to new investors. Shareholders who have open accounts
may make additional investments and reinvest dividends and capital gains
distributions.

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 419200
Kansas City, MO
64141-6200

Dear Investor,

American Century is committed to providing you with an easy-to-read prospectus
that gives you the information you need to make confident investment decisions.

Sincerely,

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

Table of Contents

AN OVERVIEW OF THE FUNDS .................................................. 2
FUND PERFORMANCE HISTORY .................................................. 4
FEES AND EXPENSES ......................................................... 7
OBJECTIVES, STRATEGIES AND RISKS .......................................... 9
Small Cap Value Fund ................................................. 9
Equity Income Fund ................................................... 11
Real Estate Fund
INVESTING WITH AMERICAN CENTURY ........................................... 18
SHARE PRICE AND DISTRIBUTIONS ............................................. 23
TAXES ..................................................................... 24
MULTIPLE CLASS INFORMATION ................................................ 26
FINANCIAL HIGHLIGHTS ...................................................... 27

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

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This symbol highlights special information and helpful tips.

AN OVERVIEW OF THE FUNDS

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Small Cap Value seeks long-term capital growth. Income is a secondary objective.

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

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

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

In selecting stocks for 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 Real Estate Fund invests 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.

The chart below shows the primary differences among the funds. A more detailed
description of the funds' investment strategies and risks begins on page 9.

Fund Primary Investments
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Small Cap Value Equity securities of smaller companies
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Equity Income Equity securities of companies with a favorable
dividend-paying history
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Real Estate Real estate securities
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If the market does not consider the individual stocks purchased by Small Cap
Value to be undervalued, or if the stocks purchased by Equity Income do not
continue or increase dividend payments, the value of these 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.

An investment in the Real Estate 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 Real Estate 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 FUNDS?

The funds may be a good investment if you are

* seeking long-term capital growth and income from your investment in Small Cap
Value and Real Estate
* seeking current income with the potential for capital appreciation from your
investment in Equity Income
* seeking diversification of your investment portfolio through an investment in
Real Estate
* 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 in Equity Income or Real Estate
* uncomfortable with the risks associated with an investment in the real estate
securities purchased by Real Estate
* uncomfortable with short-term volatility in the value of your investment
* uncomfortable with the risks associated with the funds' investment strategies

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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.

FUND PERFORMANCE HISTORY

SMALL CAP VALUE FUND
EQUITY INCOME FUND
REAL ESTATE FUND

Annual Total Returns(1)

SMALL CAP VALUE - INVESTOR CLASS

[data shown in bar chart]

2001 30.52%
2000 39.41%
1999 -0.86%
1998 4.99%
1997 26.01%
1996 24.25%
1995 32.80%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the

fund's year-to-date returns was 3.49%.

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

Highest Lowest
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Small Cap Value 17.91% (4Q 2001) -9.24% (3Q 2001)
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EQUITY INCOME - INVESTOR CLASS

[data shown in bar chart]

2001 11.33%
2000 21.91%
1999 -0.18%
1998 12.97%
1997 28.26%
1996 23.31%
1995 29.63%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the
fund's year-to-date returns was -1.29%.

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

Highest Lowest
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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.

REAL ESTATE - INVESTOR CLASS

[data shown in bar chart]

2001 10.58%
2000 27.16%
1999 -2.71%
1998 -18.1%
1997 25.21%
1996 40.81%

(1) As of June 30, 2002, the end of the most recent calendar quarter, the

fund's year-to-date return was 13.61%. During a portion of the period ended
October 31, 1997, the manager voluntarily agreed to waive its management fee
and reimburse certain expenses incurred by the Class. 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.

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

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

Return Before Taxes shows the actual change in the value of fund shares over the
time periods shown, but does not reflect the impact of taxes on fund
distributions or the sale of fund shares. The two after-tax returns take into
account taxes that may be associated with owning fund shares. Return After Taxes
on Distributions is a fund's actual performance, adjusted by the effect of taxes
on distributions made by the fund during the periods shown. Returns After Taxes
on Distributions and Sale of Fund Shares is further adjusted to reflect the tax
impact on any change in the value of fund shares as if they had been sold on the
last day of the period.

The S&P 500 is viewed as a broad measure of U.S. stock performance. The
benchmarks are unmanaged indices that have no operating costs and are included
in the table for performance comparison.

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.

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

INVESTOR CLASS

For the calendar year ended December 31, 2001 1 year 5 years Life of Fund(1)
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Small Cap Value
Return Before Taxes 30.52% N/A 19.97%
Return After Taxes on Distributions 29.10% N/A 17.98%
Return After Taxes on Distributions
and Sale of Fund Shares 18.54% N/A 15.35%
S&P SmallCap 600/BARRA Value Index 13.10% N/A 9.76%
(reflects no deduction for fees, expenses or taxes)
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Equity Income
Return Before Taxes 11.33% 14.44% 16.75%
Return After Taxes on Distributions 9.96% 9.92% 12.24%
Return After Taxes on Distributions
and Sale of Fund Shares 6.85% 9.40% 11.51%
Lipper Equity Income Index -5.20% 8.57% 11.78%
(reflects no deduction for fees, expenses or taxes)
S&P 500 Index -11.87% 10.70% 15.20%
(reflects no deduction for fees, expenses or taxes)
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Real Estate
Return Before Taxes 10.58% 7.00% 12.32%
Return After Taxes on Distributions 8.90% 4.98% 10.13%
Return After Taxes on Distributions and 6.40% 4.60% 9.05%
Sale of Fund Shares Morgan Stanley REIT Index 12.83% 6.12% 10.90(2)
(reflects no deduction for fees, expenses or taxes)
Morgan Stanley REIT Index 12.83% 6.12% 10.90%
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(1)The inception dates for the funds are Small Cap Value, July 31, 1998; Equity
Income, August 1, 1994; and Real Estate, September 21, 1995.

INSTITUTIONAL CLASS

For the calendar year ended December 31, 2001 1 year Life of Fund(1)
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Small Cap Value 30.78% 23.19%
S&P SmallCap 600/BARRA Value Index 13.10% 14.28%
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Equity Income 11.55% 11.31%
Lipper Equity Income Index -5.20% 1.97%
S&P 500 Index 11.87% 1.02%
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Real Estate 10.86% 6.57%
Morgan Stanley REIT Index 12.83% 5.63%(2)
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(1) The inception dates for the funds are Small Cap Value, October 26, 1998;
Equity Income, July 8, 1998; and Real Estate, June 16, 1977.

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

FEES AND EXPENSES

There are no sales loads, fees or other charges

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

(1) Applies only to investors whose total investments with American Century
are less than $10,000. See Account Maintenance Fee under Investing with
American Century for more details.

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
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Investor Class
Small Cap Value 1.25% None 0.00% 1.25%
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Equity Income 1.00% None 0.00% 1.00%
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Real Estate Fund 1.20%(1) None 0.00% 1.20%
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Institutional Class
Small Cap Value 1.05% None 0.00% 1.05%
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Equity Income 0.80% None 0.00% 0.80%
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Real Estate 1.00%(1) None 0.00% 1.00%
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(1) The fund has a stepped fee schedule. As a result, the fund's management fee
rate generally decreases as fund assets increase, and increases as fund assets
decrease.

(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
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Investor Class
--------------------------------------------------------------------------
Small Cap Value $127 $395 $683 $1,503
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Equity Income $102 $318 $551 $1,219
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Real Estate Fund $122 $380 $657 $1,447
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Institutional Class
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Small Cap Value $107 $333 $577 $1,277
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Equity Income $82 $255 $443 $987
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Real Estate Fund $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.

OBJECTIVES, STRATEGIES AND RISKS

SMALL CAP VALUE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

This fund seeks long-term capital growth. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund managers will invest at least 80% of the fund's assets in small cap
companies. The fund managers consider small cap companies to include those with
a market capitalization no larger than that of the largest company in the S&P
Small Cap 600 Index or the Russell 2000 Index. 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.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep at least 65% of the fund's 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 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.

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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.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

At any given time your shares may be worth more or less than the price you paid
for them. In other words, it is possible to lose money by investing in the fund.

If the market does not consider the individual stocks purchased by the fund to
be undervalued, the value of the fund's shares may not 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 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 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.

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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?

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 will keep at least 80% of the fund's
assets in EQUITY SECURITIES at all times. 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
appreciation. 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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EQUITY SECURITIES include common stock, preferred stock and securities
convertible into common stock.

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

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

At any given time your shares may be worth more or less than the price you paid
for them. In other words, 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.

REAL ESTATE 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 INVESTMENT OBJECTIVES?

The fund invests at least 80% of its assets 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. Under normal market
conditions, the fund invests at least 80% of its assets in equity securities
issued by real estate investment trusts (REITs) and companies engaged in the
real estate industry. 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, 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.

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

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

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?

At any given time your shares may be worth more or less than the price you paid
for them. In other words, 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.

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

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, 2002
Investor Class Institutional Class
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Small Cap Value 1.25% 1.05%
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Equity Income 1.00% 0.80%
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Real Estate 1.20% 1.00%
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THE FUND MANAGEMENT TEAMS

The portfolio managers on the investment teams are identified below.

Equity Income

PHILLIP N. DAVIDSON

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

SCOTT A. MOORE

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

Small Cap Value

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.

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CODE OF ETHICS

REAL ESTATE

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.

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

INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

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

INVESTOR CLASS
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

INSTITUTIONAL CLASS
Service Representative
1-800-345-3533

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. The Automated Information Line is available only to
Investor Class shareholders.

MAKE ADDITIONAL INVESTMENTS
Call or use our Automated Information Line if you have authorized us to invest
from your bank account. The Automated Information Line is available only to
Investor Class shareholders.

SELL SHARES
Call a Representative.

ONLINE
www.americancentury.com

INVESTOR CLASS ONLY

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*
Redeem shares and proceeds will be electronically transferred to your authorized
bank account.
*Online redemptions up to $25,000 per day.

BY MAIL OR FAX

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

Fax
816-340-7962

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

Fax
816-340-4655

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

EXCHANGE SHARES
Send 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.

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

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

AUTOMATICALLY

INVESTOR AND
INSTITUTIONAL CLASS

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

INVESTOR AND
INSTITUTIONAL CLASS

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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.

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

INVESTOR CLASS ONLY

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 Street 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

MINIMUM INITIAL INVESTMENT AMOUNTS (INVESTOR CLASS)

(1) Formerly Education IRA.

(2) 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.

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

ACCOUNT MAINTENANCE FEE (INVESTOR CLASS)

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

MINIMUM INITIAL INVESTMENT AMOUNTS (INSTITUTIONAL CLASS)

[left margin]

The following policies apply to Investor Class and Institutional Class
shareholders.

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

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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.

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.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

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[left margin]

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

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

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

DISTRIBUTIONS

[rigt margin]

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

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% Tax Rate for
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.

[left margin]

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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.

Taxes on Transactions

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 and Institutional Class shares. Investor Class shares have no
up-front or deferred charges, commissions or 12b-1 fees. Institutional Class
shares are offered primarily through employer-sponsored retirement plans, or
through institutions like banks, broker-dealers and insurance companies.

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 investment portfolio that
is replaced during the period

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

SMALL CAP VALUE FUND
Investor Class

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

Per-Share Data
2002 2001 2000 1999(1)
------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.60 $5.04 $4.73 $5.00
-----------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.02 0.07 0.05 0.03
Net Realized and Unrealized Gain (Loss) 2.20 1.74 0.60 (0.24)
-----------------------------------------------
Total From Investment Operations 2.22 1.81 0.65 (0.21)
-----------------------------------------------
Distributions
From Net Investment Income (0.02) (0.05) (0.06) (0.02)
From Net Realized Gains (0.18) (0.20) (0.28) (0.04)
-----------------------------------------------
Total Distributions (0.20) (0.25) (0.34) (0.06)
-----------------------------------------------
Net Asset Value, End of Period $8.62 $6.60 $5.04 $4.73
===============================================
Total Return(3) 33.97% 36.51% 14.37% (4.24)%
Ratios/Supplemental Data

2002 2001 2000 1999(1)
----------------------------------------------------------------------------------------
Ratio of Operating
Expenses to Average Net Assets 1.25% 1.25% 1.25% 1.25%(4)
Ratio of Net Investment Income
to Average Net Assets 0.27% 1.10% 1.04% 1.02%(4)
Portfolio Turnover Rate 73% 144% 178% 153%
Net Assets, End of Period

(in thousands) $1,305,952 $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. The total return of the classes may not precisely reflect the class
expense differences because of the impact of calculating the net asset values
to two decimal places. If net asset values were calculated to three decimal
places, the total return differences would more closely reflect the class
expense differences. The calculation of net asset values to two decimal places
is made in accordance with SEC guidelines and does not result in any gain or
loss of value between one class and another.

(4) Annualized.

EQUITY INCOME FUND
Investor Class

For a Share Outstanding Throughout the Years Ended March 31

Per-Share Data
2002 2001 2000 1999 1998
---------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.47 $5.50 $5.95 $7.15 $6.31
---------------------------------------------------------
Income From Investment Operations
Net Investment Income(1) 0.17 0.18 0.21 0.22 0.25
Net Realized and Unrealized Gain (Loss) 0.93 0.96 0.03 (0.23) 1.99
---------------------------------------------------------
Total From Investment Operations 1.10 1.14 0.24 (0.01) 2.24
---------------------------------------------------------
Distributions
From Net Investment Income (0.17) (0.17) (0.21) (0.23) (0.24)
From Net Realized Gains (0.04) -- (0.48) (0.96) (1.16)
---------------------------------------------------------
Total Distributions (0.21) (0.17) (0.69) (1.19) (1.40)
---------------------------------------------------------
Net Asset Value, End of Period $7.36 $6.47 $5.50 $5.95 $7.15
=========================================================
Total Return(2) 17.35% 20.85% 3.88% (0.44)% 37.78%

Ratios/Supplemental Data
2002 2001 2000 1999 1998
---------------------------------------------------------------------------------------------------
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 2.49% 3.02% 3.41% 3.31% 3.52%
Portfolio Turnover Rate 139% 169% 141% 180% 158%
Net Assets, End of Period

(in thousands) $1,025,143 $467,425 $282,692 $296,585 $355,962

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

(2) Total return assumes reinvestment of dividends and capital gains
distributions, if any. The total return of the classes may not precisely
reflect the class expense differences because of the impact of calculating the
net asset values to two decimal places. If net asset values were calculated to
three decimal places, the total return differences would more closely reflect
the class expense differences. The calculation of net asset values to two
decimal places is made in accordance with SEC guidelines and does not result in
any gain or loss of value between one class and another.

REAL ESTATE FUND
Investor Class

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

Per-Share Data
2002 2001 2000 1999 1998(1) 1997
-----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.00 $11.74 $12.10 $16.12 $16.06 $12.29
----------------------------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.78 0.71 0.74 0.73 0.25 0.67
Net Realized and Unrealized Gain (Loss) 2.00 2.14 (0.41) (4.09) 0.26 4.13
----------------------------------------------------------------
Total From Investment Operations 2.78 2.85 0.33 (3.36) 0.51 4.80
----------------------------------------------------------------
Distributions
From Net Investment Income (0.56) (0.59) (0.69) (0.54) (0.18) (0.48)
From Net Realized Gains -- -- -- (0.12) (0.27) (0.55)
----------------------------------------------------------------
Total Distributions (0.56) (0.59) (0.69) (0.66) (0.45) (1.03)
----------------------------------------------------------------
Net Asset Value, End of Period $16.22 $14.00 $11.74 $12.10 $16.12 $16.06
================================================================
Total Return(3) 20.23% 24.57% 2.87% (21.04)% 3.26% 40.69%
Ratios/Supplemental Data

2002 2001 2000 1999 1998(1) 1997
-----------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.20% 1.19% 1.20% 1.20% 1.15%(4) 1.17%
Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and
reimbursements)(5) 1.20% 1.19% 1.20% 1.20% 1.20%(4) 1.82%
Ratio of Net Investment Income to
Average Net Assets 5.18% 5.32% 5.95% 5.41% 3.75%(4) 4.48%
Ratio of Net Investment Income to
Average Net Assets (before expense waivers
and reimbursements)(5) 5.18% 5.32% 5.95% 5.41% 3.70%(4) 3.84%
Portfolio Turnover Rate 156% 242% 102% 66% 28% 69%

Net Assets, End of Period
(in thousands) $107,599 $74,776 $73,812 $110,285 $135,922 $76,932

(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. The total return of the classes may not precisely reflect the class
expense differences because of the impact of calculating the net asset values
to two decimal places. If net asset values were calculated to three decimal
places, the total return differences would more closely reflect the class
expense differences. The calculation of net asset values to two decimal places
is made in accordance with SEC guidelines and does not result in any gain or
loss of value between one class and another.

(4) Annualized.

(5) During a portion of the period ended October 31, 1997, the manager
voluntarily agreed to waive its management fee and reimburse certain expenses
incurred by the class. 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.

SMALL CAP VALUE FUND
Institutional Class

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

Per-Share Data
2002 2001 2000 1999(1)
--------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.61 $5.04 $4.74 $4.83
--------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.03 0.07 0.07 0.03
Net Realized and Unrealized Gain (Loss) 2.20 1.76 0.58 (0.06)
--------------------------------------------
Total From Investment Operations 2.23 1.83 0.65 (0.03)
--------------------------------------------
Distributions
From Net Investment Income (0.03) (0.06) (0.07) (0.02)
From Net Realized Gains (0.18) (0.20) (0.28) (0.04)
--------------------------------------------
Total Distributions (0.21) (0.26) (0.35) (0.06)
--------------------------------------------
Net Asset Value, End of Period $8.63 $6.61 $5.04 $4.74
============================================
Total Return(3) 34.11% 36.99% 14.39% (0.60)%

Ratios/Supplemental Data
2002 2001 2000 1999(1)
---------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.05% 1.05% 1.05% 1.05%(4)
Ratio of Net Investment Income
to Average Net Assets 0.47% 1.30% 1.24% 1.22%(4)
Portfolio Turnover Rate 73% 144% 178% 153%(5)
Net Assets, End of Period (in thousands) $83,712 $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. The total return of the classes may not precisely reflect the class
expense differences because of the impact of calculating the net asset values
to two decimal places. If net asset values were calculated to three decimal
places, the total return differences would more closely reflect the class
expense differences. The calculation of net asset values to two decimal places
is made in accordance with SEC guidelines and does not result in any gain or
loss of value between one class and another.

(4) Annualized.

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

EQUITY INCOME FUND
Institutional Class

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

Per-Share Data
2002 2001 2000 1999(1)
----------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $6.47 $5.50 $5.95 $6.96
------------------------------------------
Income From Investment Operations
Net Investment Income(2) 0.19 0.20 0.22 0.07
Net Realized and Unrealized Gain 0.92 0.95 0.03 0.06
------------------------------------------
Total From Investment Operations 1.11 1.15 0.25 0.13
------------------------------------------
Distributions
From Net Investment Income (0.18) (0.18) (0.22) (0.18)
From Net Realized Gains (0.04) -- (0.48) (0.96)
------------------------------------------
Total Distributions (0.22) (0.18) (0.70) (1.14)
------------------------------------------
Net Asset Value, End of Period $7.36 $6.47 $5.50 $5.95
==========================================
Total Return(3) 17.40% 21.26% 4.09% 1.60%

Ratios/Supplemental Data
2002 2001 2000 1999(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 2.69% 3.22% 3.61% 1.61%(4)
Portfolio Turnover Rate 139% 169% 141% 180%(5)

Net Assets, End of Period (in thousands) $65,738 $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. The total return of the classes may not precisely reflect the class
expense differences because of the impact of calculating the net asset values
to two decimal places. If net asset values were calculated to three decimal
places, the total return differences would more closely reflect the class
expense differences. The calculation of net asset values to two decimal places
is made in accordance with SEC guidelines and does not result in any gain or
loss of value between one class and another.

(4) Annualized.

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

REAL ESTATE FUND
Institutional Class

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

Per-Share Data
2002 2001 2000 1999 1998(1) 1997(2)
-------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.01 $11.75 $12.11 $16.12 $16.06 $14.24
-----------------------------------------------------------------
Income From Investment Operations
Net Investment Income(3) 0.80 0.73 0.75 0.78 0.26 0.28
Net Realized and Unrealized Gain (Loss) 2.01 2.15 (0.38) (4.09) 0.26 1.63
-----------------------------------------------------------------
Total From Investment Operations 2.81 2.88 0.37 (3.31) 0.52 1.91
-----------------------------------------------------------------
Distributions
From Net Investment Income (0.59) (0.62) (0.73) (0.58) (0.19) (0.09)
From Net Realized Gains -- -- -- (0.12) (0.27) --
-----------------------------------------------------------------
Total Distributions (0.59) (0.62) (0.73) (0.70) (0.46) (0.09)
-----------------------------------------------------------------
Net Asset Value, End of Period $16.23 $14.01 $11.75 $12.11 $16.12 $16.06
=================================================================
Total Return(4) 20.45% 24.80% 3.18% (20.77)% 3.32% 13.40%
Ratios/Supplemental Data
2002 2001 2000 1999 1998(1) 1997(2)
------------------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 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) 1.00% 0.99% 1.00% 1.00% 1.00%(5) 1.00%(5)
Ratio of Net Investment Income to
Average Net Assets 5.38% 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) 5.38% 5.52% 6.15% 5.61% 3.95%(5) 4.85%(5)
Portfolio Turnover Rate 156% 242% 102% 66% 28% 69%(7)
Net Assets, End of Period (in thousands) $16,305 $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. The total return of the classes may not precisely reflect the class
expense differences because of the impact of calculating the net asset values
to two decimal places. If net asset values were calculated to three decimal
places, the total return differences would more closely reflect the class
expense differences. The calculation of net asset values to two decimal places
is made in accordance with SEC guidelines and does not result in any gain or
loss of value between one class and another.

(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.

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

Fund Reference Fund Code Ticker Newspaper Listing
--------------------------------------------------------------------------------
Investor Class
Small Cap Value Fund 986 ASVIX SmCpVal
--------------------------------------------------------------------------------
Equity Income Fund 038 TWEIX EqInc
--------------------------------------------------------------------------------
Real Estate Fund 037 REAIX Real
--------------------------------------------------------------------------------
Institutional Class
Small Cap Value Fund 486 ACVIX SmCpVal
--------------------------------------------------------------------------------
Equity Income Fund 338 -- EqInc
--------------------------------------------------------------------------------
Real Estate Fund 337 REACX Real
--------------------------------------------------------------------------------

Investment Company Act File No. 811-7820

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

AMERICAN CENTURY INVESTMENTS
www.americancentury.com

Investor Class

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

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

0207
SH-PRS-30158

Your
American Century
prospectus

ADVISOR CLASS

Small Cap Value Fund
Equity Income Fund
Real Estate Fund

C CLASS

Small Cap Value Fund
Equity Income Fund

JULY 31, 2002

Small Cap Value is closed to new investors. Shareholders who have open accounts
may make additional investments and reinvest dividends and capital gains
distributions.

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)]

Dear Investor,

American Century is committed to providing you with an easy-to-read prospectus
that gives you the information you need to make confident investment decisions.

After you've reviewed your prospectus, should you have any questions, please
visit www.americancentury.com. You'll find information there 24 hours a day,
seven days a week that should answer many of your questions. Or, call your
investment professional, who will be happy to assist you.

Sincerely,

/s/W. Gordon Snyder
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 FUNDS .................................................. 2
FUND PERFORMANCE HISTORY .................................................. 4
FEES AND EXPENSES ......................................................... 7
OBJECTIVES, STRATEGIES AND RISKS .......................................... 9
Small Cap Value Fund ................................................. 9
Equity Income Fund ................................................... 11
Real Estate Fund ..................................................... 13
MANAGEMENT ................................................................ 15
INVESTING WITH AMERICAN CENTURY ........................................... 18
SHARE PRICE AND DISTRIBUTIONS ............................................. 21
TAXES ..................................................................... 22
MULTIPLE CLASS INFORMATION ................................................ 24
FINANCIAL HIGHLIGHTS ...................................................... 26

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

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