POST-EFFECTIVE AMENDMENT NO. 104

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WyrI80yFea4GHy4EsWHX1Oi33X8HktmTXB5XQhkQgV4RwRS/N7KeCrKjIQuiFt9R puCw4eMU/jTXjyTCyLibzw== 0000100334-04-000005.txt : 20040226 0000100334-04-000005.hdr.sgml : 20040226 20040226145752 ACCESSION NUMBER: 0000100334-04-000005 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20040226 EFFECTIVENESS DATE: 20040226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CENTURY MUTUAL FUNDS INC CENTRAL INDEX KEY: 0000100334 IRS NUMBER: 446006315 STATE OF INCORPORATION: MO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-14213 FILM NUMBER: 04630404 BUSINESS ADDRESS: STREET 1: 4500 MAIN ST STREET 2: P O BOX 419200 CITY: KANSAS CITY STATE: MO ZIP: 64141 BUSINESS PHONE: 8165315575 MAIL ADDRESS: STREET 1: TWENTIETH CENTURY INVESTORS INC STREET 2: 4500 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64141-6200 FORMER COMPANY: FORMER CONFORMED NAME: TWENTIETH CENTURY INVESTORS INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CENTURY MUTUAL FUNDS INC CENTRAL INDEX KEY: 0000100334 IRS NUMBER: 446006315 STATE OF INCORPORATION: MO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00816 FILM NUMBER: 04630405 BUSINESS ADDRESS: STREET 1: 4500 MAIN ST STREET 2: P O BOX 419200 CITY: KANSAS CITY STATE: MO ZIP: 64141 BUSINESS PHONE: 8165315575 MAIL ADDRESS: STREET 1: TWENTIETH CENTURY INVESTORS INC STREET 2: 4500 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64141-6200 FORMER COMPANY: FORMER CONFORMED NAME: TWENTIETH CENTURY INVESTORS INC DATE OF NAME CHANGE: 19920703 485BPOS 1 pea104-2004.htm POST-EFFECTIVE AMENDMENT NO. 104 POST-EFFECTIVE AMENDMENT NO. 104

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

File No. 2-14213

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 104 [X]

and/or

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

File No. 811-0816

Amendment No. 104 [X]

(Check appropriate box or boxes.)

AMERICAN CENTURY MUTUAL FUNDS, 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, 9th Floor, Kansas City, MO 64111
________________________________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: February 27, 2004

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

[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 27, 2004 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 Investments
prospectus

INVESTOR CLASS
INSTITUTIONAL CLASS

Growth Fund
Ultra(reg.tm) Fund
Vista(sm) Fund
Heritage Fund
Veedot(reg.tm) Fund

FEBRUARY 27, 2004

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 investments logo and text logo]

Dear Investor,

American Century Investments believes our relationship with you begins with an
easy-to-read prospectus that provides the information you need to make confident
investment decisions.

You'll notice that this booklet includes information about Investor Class and
Institutional Class shares. While reading through this prospectus, it's
important for you to be aware of the class you own, or are considering for
purchase. Certain restrictions may apply to one class or another, and different
classes may have different fees, expenses or minimum investment requirements.

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

As you read this prospectus, please note that the Fund Performance History,
Investing with American Century, and Financial Highlights sections reflect the
most significant differences between the classes. If you have questions after
reading the prospectus, please visit the Products and Services section of
www.americancentury.com for additional fund information. Or, call an Investor
Relations Representative at 1-800-345-2021 weekdays, 7 a.m. to 7 p.m. and
Saturdays, 9 a.m. to 2 p.m. Central time.

Thank you for considering American Century Investments.

Sincerely,

/s/Donna Byers

Donna Byers
Senior Vice President
Direct Sales and Services
American Century Services Corporation

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

Table of Contents

AN OVERVIEW OF THE FUNDS................................................ 2

FUND PERFORMANCE HISTORY................................................ 4

FEES AND EXPENSES....................................................... 10

OBJECTIVES, STRATEGIES AND RISKS........................................ 12

Growth Fund, Ultra Fund, Vista Fund and Heritage Fund 12

Veedot Fund 14

MANAGEMENT.............................................................. 16

INVESTING WITH AMERICAN CENTURY......................................... 20

SHARE PRICE AND DISTRIBUTIONS........................................... 28

TAXES................................................................... 30

MULTIPLE CLASS INFORMATION.............................................. 32

FINANCIAL HIGHLIGHTS.................................................... 33

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF
KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

AN OVERVIEW OF THE FUNDS

WHAT IS THE FUNDS' INVESTMENT OBJECTIVE?

These funds seek long-term capital growth.

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

The funds look for common stocks of growing companies. Each fund's investment
strategy is based on the belief that, over the long term, stocks of companies
with accelerating earnings and revenue growth have a greater-than-average chance
to increase in value. A more detailed description of American Century's growth
investment style begins on page 12.

Veedot uses a systematic, highly automated approach to common stock investing.
This approach is designed to identify companies, regardless of size, industry
type or geographic location, that are growing at an accelerating rate and whose
share price patterns suggest their stocks are likely to increase in value. A
more detailed description of the fund's investment style begins on page 14.

The funds' principal risks include

* MARKET RISK - The value of a fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
generally affecting the securities market.

* PRICE VOLATILITY - The value of a fund's shares may fluctuate significantly
in the short term.

* PRINCIPAL LOSS - 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.

* FOREIGN SECURITIES - A fund may invest in foreign securities, which can be
riskier than investing in U.S. securities.

For Veedot, additional risks include

* RELIANCE ON INVESTMENT PROCESS - The fund's investment process is heavily
automated. If the investment style embedded in this process falls out of
favor with the market, the fund's performance may suffer.

* HIGH TURNOVER - The fund's PORTFOLIO TURNOVER may be very high. This could
result in relatively high commission costs, which could hurt the fund's
performance, and capital gains tax liabilities for the fund's shareholders.

[GRAPHIC OF TRIANGLE]

PORTFOLIO TURNOVER IS A MEASURE OF HOW FREQUENTLY A FUND BUYS AND
SELLS PORTFOLIO SECURITIES.

* NONDIVERSIFICATION - The fund is classified as NONDIVERSIFIED. This gives the
managers the flexibility to hold large positions in a small number of
securities. If so, a price change in any one of those securities may have a
greater impact on the fund's share price than would be the case in a
diversified fund.

[GRAPHIC OF TRIANGLE]

A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS IN
A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND.

- ------
2

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you are

* seeking long-term capital growth from your investment
* comfortable with short-term price volatility
* comfortable with the risks associated with the funds' investment strategies
* 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

* seeking current income from your investment
* investing for a short period of time
* uncomfortable with short-term volatility in the value of your investment
* concerned about the tax consequences of high portfolio turnover with an
investment in Veedot

[GRAPHIC OF TRIANGLE]

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.

- ------
3

FUND PERFORMANCE HISTORY

GROWTH FUND
ULTRA FUND
VISTA FUND
HERITAGE FUND
VEEDOT FUND

Annual Total Returns

The following bar charts show the performance of each fund's Investor Class
shares for each of the last 10 calendar years or for each full calendar year in
the life of the fund if less than 10 years. They indicate the volatility of the
funds' historical returns from year to year. Account fees are not reflected in
the charts below. If they had been included, returns would be lower than those
shown. The returns of the Institutional Class shares will differ from those
shown in the charts depending on the expenses of that class.

GROWTH FUND - INVESTOR CLASS

[data from bar chart]

2003 24.41%
2002 -26.13%
2001 -18.67%
2000 -14.71%
1999 34.68%
1998 36.77%
1997 29.28%
1996 15.01%
1995 20.35%
1994 -1.49%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Growth 23.62% (4Q 1999) -19.33% (1Q 2001)
- --------------------------------------------------------------------------------

- ------
4

ULTRA FUND - INVESTOR CLASS

[data from bar chart]

2003 25.83%
2002 -23.15%
2001 -14.61%
2000 -19.91%
1999 41.46%
1998 34.55%
1997 23.13%
1996 13.85%
1995 37.68%
1994 -3.62%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Ultra 32.09% (4Q 1999) -17.49% (1Q 2001)
- --------------------------------------------------------------------------------

VISTA FUND - INVESTOR CLASS

[data from bar chart]

2003 42.82%
2002 -20.90%
2001 -27.59%
2000 -0.98%
1999 119.11%
1998 -14.25%
1997 -8.68%
1996 7.56%
1995 46.13%
1994 4.68%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Vista 72.22% (4Q 1999) -27.52% (3Q 1998)
- --------------------------------------------------------------------------------

- ------
5

HERITAGE FUND - INVESTOR CLASS

[data from bar chart]

2003 21.65%
2002 -15.97%
2001 -25.57%
2000 17.39%
1999 51.28%
1998 -0.15%
1997 19.35%
1996 15.31%
1995 26.66%
1994 -6.32%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Heritage 40.37% (4Q 1999) -21.16% (3Q 1998)
- --------------------------------------------------------------------------------

VEEDOT FUND - INVESTOR CLASS

[data from bar chart]

2003 42.42%
2002 -22.10%
2001 -20.21%
2000 -1.35%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Veedot 25.17% (1Q 2000) -17.98% (1Q 2001)
- --------------------------------------------------------------------------------

- ------
6

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 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.

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. After-tax
returns are shown only for the Investor Class shares. After-tax returns for the
Institutional Class will vary.

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

INVESTOR CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
- -------------------------------------------------------------------------------------------------------
Growth
Return Before Taxes 24.41% -3.00% 7.55% 15.36%(2)
Return After Taxes on Distributions 24.41% -4.09% 5.12% N/A
Return After Taxes on Distributions
and Sale of Fund Shares 15.87% -2.66% 5.58% N/A
Russell 1000 Growth Index 29.75% -5.11% 9.21% N/A(3)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------------------------------
Ultra
Return Before Taxes 25.83% -1.32% 8.88% 13.92%
Return After Taxes on Distributions 25.83% -1.97% 7.28% N/A
Return After Taxes on Distributions
and Sale of Fund Shares 16.79% -1.22% 7.16% N/A
S&P 500 Index 28.68% -0.57% 11.07% 13.74%(4)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------------------------------

(1) THE INCEPTION DATES FOR THE INVESTOR CLASS ARE GROWTH, OCTOBER 31, 1958;
AND ULTRA, NOVEMBER 2, 1981. ONLY FUNDS WITH PERFORMANCE HISTORY FOR LESS
THAN 10 YEARS SHOW AFTER-TAX RETURNS FOR LIFE OF CLASS.

(2) ALTHOUGH THE CLASS'S ACTUAL INCEPTION DATE WAS OCTOBER 31, 1958, LIFE OF
CLASS IS CALCULATED FROM JUNE 30, 1971, WHEN THE MANAGEMENT COMPANY
IMPLEMENTED ITS CURRENT INVESTMENT PHILOSOPHY AND PRACTICES.

(3) BENCHMARK BEGAN JANUARY 1, 1979.

(4) SINCE OCTOBER 31, 1981, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

- ------
7

INVESTOR CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
- -------------------------------------------------------------------------------------------------------
Vista
Return Before Taxes 42.82% 12.16% 8.62% 10.58%
Return After Taxes on Distributions 42.82% 10.07% 7.03% N/A
Return After Taxes on Distributions
and Sale of Fund Shares 27.84% 9.88% 6.94% N/A
Russell Mid Cap Growth Index 42.71% 2.01% 9.40% N/A(2)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------------------------------
Heritage
Return Before Taxes 21.65% 6.20% 8.22% 11.97%
Return After Taxes on Distributions 21.65% 4.32% 6.04% N/A
Return After Taxes on Distributions
and Sale of Fund Shares 14.07% 4.58% 6.08% N/A
Russell Mid Cap Index 40.06% 7.23% 12.18% 13.86%(3)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------------------------------
Veedot(4)
Return Before Taxes 39.58% N/A N/A 0.32%
Return After Taxes on Distributions 39.58% N/A N/A 0.32%
Return After Taxes on Distributions
and Sale of Fund Shares 25.72% N/A N/A 0.28%
Wilshire 5000 Index 31.65% N/A N/A -2.83%
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------------------------------

(1) THE INCEPTION DATES FOR THE INVESTOR CLASS ARE VISTA, NOVEMBER 25, 1983;
HERITAGE, NOVEMBER 10, 1987; AND VEEDOT, NOVEMBER 30, 1999. ONLY FUNDS WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW AFTER-TAX RETURNS FOR LIFE
OF CLASS.

(2) BENCHMARK BEGAN JANUARY 1, 1986.

(3) SINCE OCTOBER 31, 1987, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(4) FUND RETURNS REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE, INCURRED ONLY IF
SHARES WERE REDEEMED WITHIN THE FIRST FIVE YEARS AFTER PURCHASE. HAD THE 2%
REDEMPTION FEE NOT BEEN APPLIED, FUND RETURNS WOULD HAVE BEEN 42.42% FOR
THE 1-YEAR PERIOD AND 0.82% SINCE INCEPTION.

- ------
8

INSTITUTIONAL CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS LIFE OF CLASS(1)
- -----------------------------------------------------------------------------------------------
Growth
Return Before Taxes 24.62% -2.79% 4.20%
Russell 1000 Growth Index 29.75% -5.11% 2.37%(2)
(reflects no deduction for fees, expenses or taxes)
- -----------------------------------------------------------------------------------------------
Ultra
Return Before Taxes 26.08% -1.13% 6.03%
S&P 500 Index 28.68% -0.57% 7.57%
(reflects no deduction for fees, expenses or taxes)
- -----------------------------------------------------------------------------------------------
Vista
Return Before Taxes 43.07% 12.36% 4.91%
Russell Mid Cap Growth Index 42.71% 2.01% 7.34%(3)
(reflects no deduction for fees, expenses or taxes)
- -----------------------------------------------------------------------------------------------
Heritage
Return Before Taxes 21.83% 6.43% 5.84%
Russell Mid Cap Index 40.06% 7.23% 9.09%(4)
(reflects no deduction for fees, expenses or taxes)
- -----------------------------------------------------------------------------------------------
Veedot(5)
Return Before Taxes 39.62% N/A -5.22%
Wilshire 5000 Index 31.65% N/A -4.61%(6)
(reflects no deduction for fees, expenses or taxes)
- -----------------------------------------------------------------------------------------------

(1) THE INCEPTION DATES FOR THE INSTITUTIONAL CLASS OF THE FUNDS ARE GROWTH AND
HERITAGE, JUNE 16, 1997; ULTRA AND VISTA, NOVEMBER 14, 1996; AND VEEDOT,
AUGUST 1, 2000.

(2) SINCE JUNE 30, 1997, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(3) SINCE OCTOBER 31, 1996, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(4) SINCE JUNE 19, 1997, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(5) FUND RETURNS REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE, INCURRED ONLY IF
SHARES WERE REDEEMED WITHIN THE FIRST FIVE YEARS AFTER PURCHASE. HAD THE 2%
REDEMPTION FEE NOT BEEN APPLIED, FUND RETURNS WOULD HAVE BEEN 42.47% FOR
THE 1-YEAR PERIOD AND -4.66% SINCE INCEPTION.

(6) SINCE JULY 31, 2000, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance (before and after taxes) does not predict how
a fund will perform in the future.

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

- ------
9

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)
- --------------------------------------------------------------------------------
Investor Class (All funds)
Maximum Account Maintenance Fee $25(1)
- --------------------------------------------------------------------------------
Investor Class and Institutional Class (Veedot only)
Veedot Redemption/Exchange Fee
(as a percentage of amount redeemed/exchanged) 2.00%(2)
- --------------------------------------------------------------------------------

(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.

(2) APPLIES ONLY TO VEEDOT SHARES HELD FOR LESS THAN FIVE YEARS, EXCLUDING
SHARES PURCHASED THROUGH REINVESTED DIVIDENDS OR CAPITAL GAINS.

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

MANAGEMENT DISTRIBUTION AND OTHER TOTAL ANNUAL FUND
FEE SERVICE (12B-1) FEES EXPENSES(1) OPERATING EXPENSES
- -----------------------------------------------------------------------------------------------
Growth
Investor Class 1.00% None 0.00% 1.00%
- -----------------------------------------------------------------------------------------------
Institutional Class 0.80% None 0.00% 0.80%
- -----------------------------------------------------------------------------------------------
Ultra
Investor Class 1.00%(2) None 0.00% 1.00%
- -----------------------------------------------------------------------------------------------
Institutional Class 0.80%(2) None 0.00% 0.80%
- -----------------------------------------------------------------------------------------------
Vista
Investor Class 1.00% None 0.00% 1.00%
- -----------------------------------------------------------------------------------------------
Institutional Class 0.80% None 0.00% 0.80%
- -----------------------------------------------------------------------------------------------
Heritage
Investor Class 1.00% None 0.00% 1.00%
- -----------------------------------------------------------------------------------------------
Institutional Class 0.80% None 0.00% 0.80%
- -----------------------------------------------------------------------------------------------
Veedot
Investor Class 1.50% None 0.00% 1.50%
- -----------------------------------------------------------------------------------------------
Institutional Class 1.30% None 0.00% 1.30%
- -----------------------------------------------------------------------------------------------

(1) 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.

(2) BASED ON ASSETS OF ALL CLASSES OF THE FUND DURING THE FUND'S MOST RECENT
FISCAL YEAR. THE FUND HAS A STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S
MANAGEMENT FEE RATE GENERALLY DECREASES AS FUND ASSETS INCREASE AND
INCREASES AS FUND ASSETS DECREASE.

- ------
10

EXAMPLE

The examples in the tables below are intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds. Of
course, your actual costs may be higher or lower. 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
- ---------------------------------------------------------------------------
Growth
Investor Class $102 $318 $551 $1,219
- ---------------------------------------------------------------------------
Institutional Class $82 $255 $443 $987
- ---------------------------------------------------------------------------
Ultra
Investor Class $102 $318 $551 $1,219
- ---------------------------------------------------------------------------
Institutional Class $82 $255 $443 $987
- ---------------------------------------------------------------------------
Vista
Investor Class $102 $318 $551 $1,219
- ---------------------------------------------------------------------------
Institutional Class $82 $255 $443 $987
- ---------------------------------------------------------------------------
Heritage
Investor Class $102 $318 $551 $1,219
- ---------------------------------------------------------------------------
Institutional Class $82 $255 $443 $987
- ---------------------------------------------------------------------------
Veedot
Investor Class $359 $693 $814 $1,778
- ---------------------------------------------------------------------------
Institutional Class $339 $633 $710 $1,558
- ---------------------------------------------------------------------------

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------
Veedot
Investor Class $152 $472 $814 $1,778
- ---------------------------------------------------------------------------
Institutional Class $132 $410 $710 $1,558
- ---------------------------------------------------------------------------

- ------
11

OBJECTIVES, STRATEGIES AND RISKS

GROWTH FUND
ULTRA FUND
VISTA FUND
HERITAGE FUND

WHAT IS THE FUNDS' INVESTMENT OBJECTIVE?

These funds seek long-term capital growth.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVE?

The fund managers look for stocks of companies they believe will increase in
value over time, using a growth investment strategy developed by American
Century. This strategy looks for companies with earnings and revenues that are
not only growing, but growing at a successively faster, or accelerating, pace.
It also includes companies whose growth rates, although still negative, are less
negative than prior periods. This strategy is based on the premise that, over
the long term, the stocks of companies with accelerating earnings and revenues
have a greater-than-average chance to increase in value.

The managers use a bottom-up approach to select stocks to buy for the funds.
This means that the managers make their investment decisions based on the
business fundamentals of the individual companies, rather than on economic
forecasts or the outlook for industries or sectors. Using American Century's
extensive computer database, the managers track financial information for
thousands of companies to identify trends in the companies' earnings and
revenues. This information is used to help the fund managers select or hold the
stocks of companies they believe will be able to sustain ACCELERATING GROWTH and
sell the stocks of companies whose growth begins to slow down.

[GRAPHIC OF TRIANGLE]

ACCELERATING GROWTH IS SHOWN, FOR EXAMPLE, BY GROWTH THAT EXHIBITS A
HIGHER POSITIVE RATE OF CHANGE THIS QUARTER THAN LAST OR THIS YEAR
THAN THE YEAR BEFORE.

Although most of the funds' assets will be invested in U.S. companies, there is
no limit on the amount of assets the funds can invest in foreign companies. Most
of the funds' foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the funds' Statement of Additional Information.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the funds essentially fully invested in
stocks regardless of the movement of stock prices generally. 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,
short-term securities, non-leveraged futures contracts and other similar
securities. 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 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.

- ------
12

WHAT KINDS OF SECURITIES DO THE FUNDS BUY?

The funds will usually purchase common stocks, but they can purchase other types
of securities as well, such as domestic and foreign preferred stocks,
convertible debt securities, equity-equivalent securities, nonleveraged futures
contracts and options, notes, bonds and other debt securities, as discussed
above. The funds generally limit their purchase of debt securities to
investment-grade obligations.

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

* Growth and Ultra generally invest in larger companies, although they may
purchase companies of any size.

* Vista and Heritage generally invest in companies that are medium-sized and
smaller at the time of purchase, although they may purchase companies of any
size.

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.

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if the company's earnings or revenues decline. While
the managers believe this strategy provides substantial appreciation potential
over the long term, in the short term it can create a significant amount of
share price volatility. This volatility can be greater than that of the average
stock 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
funds.

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

- ------
13

VEEDOT FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund uses a systematic, highly automated approach to common stock investing
developed by American Century. This approach relies heavily on quantitative
tools to identify attractive investment opportunities, regardless of company
size, industry type or geographic location, on a disciplined, consistent basis.

These tools include a fundamental process that screens thousands of publicly
traded securities to identify those that meet the fund's strict, proprietary
accelerating growth requirements.

The fund's methodology also attempts to identify companies whose share price
patterns suggest that they are likely to either rise or fall in price (commonly
referred to as technical analysis). This technical analysis is particularly
oriented to identifying attractive price patterns for companies meeting the
accelerating growth requirements mentioned above. These companies would be
candidates for purchase. Conversely, companies whose share price patterns
suggest a likely decline in price would be candidates for sale, if owned by the
fund. On occasion, the process may look favorably on a company whose share price
pattern appears attractive even though the company looks less attractive based
on the growth screen.

The fund managers do not attempt to time the market. Instead, they intend to
keep the fund essentially fully invested in stocks that meet the fund's
selection criteria. However, at the fund managers' discretion, the fund may
invest up to 100% of its assets in U.S. government securities if the fund's
investment methodology fails to generate sufficient investment ideas or to
respond to adverse market, economic, political or other conditions. The fund may
not achieve its investment objectives while taking such a temporary defensive
position.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
debt securities, equity-equivalent securities, nonleveraged futures contracts
and options, and U.S. Government and other debt securities, as discussed above.
The fund generally limits its purchase of debt securities to investment-grade
obligations.

Although the fund's managers expect it will invest primarily in U.S. companies,
there is no limit on the amount of assets the fund can invest in foreign
securities.

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14

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The process driving the fund is specifically designed to respond quickly to
changing stock market conditions. As a result, the fund's portfolio turnover may
be significantly higher than that of many other funds. This heavy turnover,
perhaps as much as 200-400% per year or more, could result in relatively high
commission costs, which could hurt the fund's performance, and capital gains tax
liabilities for the fund's shareholders.

The value of the fund's shares depends on the value of the stocks and other
securities it owns. The value of the individual securities 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.

The fund managers may buy a large amount of a company's stock quickly and often
will dispose of it quickly if it no longer meets their investment criteria.
While the managers believe this strategy provides substantial appreciation
potential over the long term, in the short term it can create a significant
amount of share price volatility. This volatility can be greater than that of
the average stock 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.

The fund is classified as nondiversified. This means that the fund's managers
may choose to invest in a relatively small number of securities. If so, a price
change in any one of these securities may have a greater impact on the fund's
share price than would be the case if the fund were diversified. Although the
fund's managers expect it will ordinarily satisfy the requirements for a
diversified fund, its nondiversified status gives them more flexibility to
invest heavily in the most attractive companies identified by the fund's
methodology.

Although the fund managers intend to invest the fund's assets 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. To the
extent the fund invests in foreign securities, the overall risk of the fund
could be affected.

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 style embedded in the fund's heavily automated investment process, the
fund's gains may not be as big as, or its losses may be bigger than, other
equity funds using different investment styles.

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

- ------
15

MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors, investment advisor and fund management teams 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.

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

MANAGEMENT FEES PAID BY THE FUNDS TO THE ADVISOR
AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE
MOST RECENT FISCAL YEAR ENDED OCTOBER 31, 2003 INVESTOR CLASS INSTITUTIONAL CLASS
- ------------------------------------------------------------------------------------
Growth 1.00% 0.80%
- ------------------------------------------------------------------------------------
Ultra 1.00% 0.80%
- ------------------------------------------------------------------------------------
Vista 1.00% 0.80%
- ------------------------------------------------------------------------------------
Heritage 1.00% 0.80%
- ------------------------------------------------------------------------------------
Veedot 1.50% 1.30%
- ------------------------------------------------------------------------------------

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.

- ------
16

The portfolio managers on the investment teams are identified below.

Growth

GREGORY J. WOODHAMS

Mr. Woodhams, Vice President and Senior Portfolio Manager, has been a member of
the team that manages Growth since he joined American Century in September 1997
as an Investment Analyst. He was promoted to Portfolio Manager for the Growth
team in May 1998. He has a bachelor's degree in economics from Rice University
and an M.A. in economics from the University of Wisconsin. He is a CFA
charterholder.

E. A. PRESCOTT LEGARD

Mr. LeGard, Vice President and Portfolio Manager, has been a member of the team
that manages Growth since March 2000. Before joining American Century in March
1999, he was an Analyst for USAA Investment Management from March 1998 to March
1999. He has a bachelor's degree in economics from DePauw University. He is a
CFA charterholder.

Ultra

JAMES E. STOWERS III

Mr. Stowers, Co-Chairman and Portfolio Manager, has been a member of the team
that manages Ultra since 1981. He is also the Chief Investment Officer - U.S.
Growth Equity and as such oversees the investment discipline used by the fund
and nine other growth funds. He joined American Century in 1981. He has a
bachelor's degree in finance from Arizona State University.

BRUCE A. WIMBERLY

Mr. Wimberly, Vice President and Senior Portfolio Manager, has been a member of
the team that manages Ultra since July 1996. He joined American Century in
September 1994 as an Investment Analyst. He has a bachelor of arts from
Middlebury College and an MBA from the Kellogg Graduate School of Management,
Northwestern University.

JERRY SULLIVAN

Mr. Sullivan, Vice President and Portfolio Manager, has been a member of the
team that manages Ultra since July 2001. Before joining American Century in
February 2000, he was a Portfolio Manager with the Franklin Templeton Group from
March 1998 to October 1999. He has a bachelor's degree in political science from
Columbia College and an MBA with a concentration in finance and accounting from
the Columbia Graduate School of Business.

WADE W. SLOME

Mr. Slome, Portfolio Manager, has been a member of the team that manages Ultra
since June 1998. He was promoted to Portfolio Manager in July 2002. He joined
American Century in June 1998 as an Investment Analyst. He holds a bachelor's
degree in economics from the University of California - Los Angeles, and an MBA
in finance from Cornell University. He is a CFA charterholder.

- ------
17

Vista

GLENN A. FOGLE

Mr. Fogle, Senior Vice President and Senior Portfolio Manager, has been a member
of the team that manages Vista since September 1990 and was promoted to
Portfolio Manager in March 1993. He joined American Century in September 1990
as an Investment Analyst. He has a bachelor of business administration
(management) and an MBA in finance from Texas Christian University. He is a CFA
charterholder.

DAVID M. ROSE

Mr. Rose, Vice President and Portfolio Manager, has been a member of the team
that manages Vista since January 2001. He joined American Century in July 1998
as an Investment Analyst. He has a bachelor's degree in business administration
from Washington University and an MS in finance, investments and banking from
the University of Wisconsin - Madison. He is a CFA charterholder.

Heritage

LINDA K. PETERSON

Ms. Peterson, Vice President and Senior Portfolio Manager, has been a member of
the team that manages Heritage since March 1998. She joined American Century in
1986. She has served as an Investment Analyst for American Century's
growth-oriented equity funds, including Heritage since 1994. She has a
bachelor's degree in finance from the University of Northern Iowa and an MBA
from the University of Missouri - Kansas City. She is a CFA charterholder.

KURT R. STALZER

Mr. Stalzer, Vice President and Portfolio Manager, has been a member of the team
that manages Heritage since joining American Century in January 2000. Before
joining American Century, he was a Portfolio Manager for Scudder Kemper
Investments from January 1997 to October 1999. He has a BBA with a concentration
in finance and accounting from the University of Michigan - Dearborn.

Veedot

JAMES E. STOWERS III

Mr. Stowers, Co-Chairman and Portfolio Manager, has been a member of the team
that manages Veedot since its inception in November 1999. He is also the Chief
Investment Officer - U.S. Growth Equity and as such oversees the investment
discipline used by the fund and nine other growth funds. He joined American
Century in 1981. He has a bachelor's degree in finance from Arizona State
University.

JOHN SMALL JR.

Mr. Small, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since its inception in November 1999. He was promoted to
Portfolio Manager in February 1999. Since 1994, he has worked as an Investment
Analyst and Portfolio Manager for the Ultra fund. He joined American Century in
May 1991. He has more than 20 years experience with the U.S. Air Force. He has a
bachelor's degree from Rockford College and a master's degree in laser optics
physics from the Air Force Institute of Technology. He also has an MBA from
Baker University.

- ------
18

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.

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.

- ------
19

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. By choosing this option, you are not eligible to enroll
for exclusive online account management to waive the account maintenance fee.
See ACCOUNT MAINTENANCE FEE in this section.

A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce the amount of mail you receive from us, we may deliver a single copy
of certain investor documents (such as shareholder reports and prospectuses) to
investors who share an address, even if accounts are registered under different
names. If you prefer to receive multiple copies of these documents individually
addressed, please call 1-800-345-2021. If you invest in American Century mutual
funds through a financial intermediary, please contact them directly. For
American Century Brokerage accounts, please call 1-888-345-2071.

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
- --------------------------------------------------------------------------------
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.

- ------
20

- --------------------------------------------------------------------------------
BY TELEPHONE
- --------------------------------------------------------------------------------

INVESTOR CLASS INSTITUTIONAL CLASS

Investor Relations Service Representative
1-800-345-2021 1-800-345-3533

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

Automated Information Line
1-800-345-8765

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 Service Representative.

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

INVESTOR AND INSTITUTIONAL CLASS

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 OR FAX 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 BY WIRE - OPEN AN ACCOUNT instructions.

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

- ------
21

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

INVESTOR CLASS INSTITUTIONAL CLASS
P.O. Box 419200 P.O. Box 419385
Kansas City, MO 64141-6200 Kansas City, MO 64141-6385

Fax Fax
816-340-7962 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.

- --------------------------------------------------------------------------------
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.

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

- ------
22

MINIMUM INITIAL INVESTMENT AMOUNTS (INVESTOR CLASS)

To open an account, the minimum initial investment amounts for the funds are
$2,000 for a Coverdell Education Savings Account (CESA) and $2,500 for all other
accounts.

ACCOUNT MAINTENANCE FEE

If you hold Investor Class shares of any American Century fund, or Institutional
Class shares of the American Century Diversified Bond Fund, in an American
Century account (i.e., not a financial intermediary or retirement plan account),
we may charge you a $12.50 semiannual account maintenance fee if the value of
those shares is less than $10,000. We will determine the amount of your total
eligible investments twice per year, generally the last Friday in October and
April. If the value of those investments is 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 eligible investment amount, we will include your
investments in all PERSONAL ACCOUNTS (including American Century Brokerage
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.

[GRAPHIC OF TRIANGLE]

PERSONAL ACCOUNTS INCLUDE INDIVIDUAL ACCOUNTS, JOINT ACCOUNTS,
UGMA/UTMA ACCOUNTS, PERSONAL TRUSTS, COVERDELL EDUCATION
SAVINGS ACCOUNTS AND IRAS (INCLUDING TRADITIONAL, ROTH,
ROLLOVER, SEP-, SARSEP- AND SIMPLE-IRAS), BUT NO OTHER
RETIREMENT ACCOUNTS . 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.

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 initial investment amount 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.

- ------
23

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

REDEMPTIONS

If you sell your shares of Veedot (by redemption or exchange) within five years
of purchase, you will pay a redemption fee of 2% of the value of the shares
sold. Therefore, if you redeem Veedot shares within five years, you will receive
98% of their value at redemption. The remaining 2% is retained by the fund and
helps cover transaction costs that long-term investors may bear when the fund
sells securities to meet investor redemptions.

The redemption fee does not apply to shares purchased through reinvested
distributions (dividends and capital gains). The fund may not charge the
redemption fee in certain situations deemed appropriate by American Century,
including where the capability to charge the fee does not exist or is
impractical and/or other systems to deter abusive trading practices are in
place.

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order.

[GRAPHIC OF TRIANGLE]

A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S SHARES.

However, we reserve the right to delay delivery of redemption proceeds up to
seven days. For example, each time you make an investment with American
Century, there is a seven-day holding period before we will release redemption
proceeds from those shares, unless you provide us with satisfactory proof that
your purchase funds have cleared. For funds with CheckWriting privileges, we
will not honor checks written against shares subject to this seven-day holding
period. Investments by wire generally require only a one-day holding period. If
you change your address, we may require that any redemption request made within
15 days be submitted in writing and be signed by all authorized signers with
their signatures guaranteed. If you change your bank information, we may impose
a 15-day holding period before we will transfer or wire redemption proceeds to
your bank. In addition, we reserve the right 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.

- ------
24

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. Please note that
shares of Veedot redeemed in this manner may be subject to a 2% redemption fee
if held less than five years. You may also incur tax liability as a result of
the redemption. 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.

SIGNATURE GUARANTEES

A signature guarantee -- which is different from a notarized signature -- is a
warranty that the signature presented is genuine. We may require a signature
guarantee for the following transactions:

* Your redemption or distribution check, Check-A-Month or automatic redemption
is made payable to someone other than the account owners

* Your redemption proceeds or distribution amount is sent by wire or EFT to a
destination other than your personal bank account

* You are transferring ownership of an account over $100,000

We reserve the right to require a signature guarantee for other transactions, at
our discretion.

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 discourage excessive, short-term trading and other abusive trading practices
that may disrupt portfolio management strategies and harm fund performance. We
take steps to reduce the frequency and effect of these activities in our funds.
These steps include monitoring trading activity, imposing trading restrictions
on certain accounts, imposing redemption fees on certain funds, and using fair
value pricing when current market prices are not available. Although these
efforts are designed to discourage abusive trading practices, these tools cannot
eliminate the possibility that such activity will occur. American Century seeks
to exercise its judgment in implementing these tools to the best of its
abilities in a manner that it believes is consistent with shareholder interests.

American Century uses a variety of techniques to monitor for and detect abusive
trading practices. These techniques may change from time to time as determined
by American Century in its sole discretion. To minimize harm to the funds and
their shareholders, we reserve the right to reject any purchase order (including
exchanges) from any shareholder 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.

- ------
25

Currently, we may deem the sale of all or a substantial portion of a
shareholder's purchase of fund shares to be abusive if the sale is made

* within seven days of the purchase, or

* within 30 days of the purchase, if it happens more than once per year.

American Century reserves the right, in its sole discretion, to identify other
trading practices as abusive. In addition, American Century reserves the right
to accept purchases and exchanges in excess of the trading restrictions
discussed above if it believes that such transactions would not be inconsistent
with the best interests of fund shareholders or this policy.

Due to the complexity and subjectivity involved in identifying abusive trading
activity and the volume of shareholder transactions American Century handles,
there can be no assurance that American Century's efforts will identify all
trades or trading practices that may be considered abusive. In addition,
American Century's ability to monitor trades that are placed by the individual
shareholders of omnibus accounts maintained by financial intermediaries is
severely limited because American Century does not have access to the underlying
shareholder account information. However, American Century monitors aggregate
trades placed in omnibus accounts and seeks to work with financial
intermediaries to discourage shareholders from engaging in abusive trading
practices and to impose restrictions on excessive trades. There may be legal and
technological limitations on the ability of financial intermediaries to impose
restrictions on the trading practices of their clients. As a result, American
Century's ability to monitor and discourage abusive trading practices in omnibus
accounts may be limited.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

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

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.

[GRAPHIC OF TRIANGLE]

FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE
COMPANIES AND INVESTMENT ADVISORS.

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, the advisor will pay such
service providers a fee for performing those services. Also, the advisor and the
funds' distributor may make payments for various additional services or other
expenses out of their past profits or other available sources. Such expenses may
include distribution services, shareholder services or marketing, promotional or
related expenses. The amount of any payments described by this paragraph is
determined by the advisor or the distributor and is not paid by you.

- ------
26

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.

RIGHT TO CHANGE POLICIES

We reserve the right to change any stated investment requirement, including
those that relate to purchases, exchanges and redemptions. We also may alter,
add or discontinue any service or privilege. Changes may affect all investors or
only those in certain classes or groups.

- ------
27

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American Century determines the net asset value (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 the advisor determines that the current market price of a security owned by a
non-money market fund is not readily available, the advisor may determine its
fair value in accordance with procedures adopted by the fund's board.
Circumstances that may cause the advisor to determine the fair value of a
security held by the fund include, but are not limited to:

* for funds investing in foreign securities, an event occurs after the close of
the foreign exchange on which a portfolio security principally trades, but
before the close of the Exchange, that is likely to have changed the value of
the security

* a debt security has been declared in default

* trading in a security has been halted during the trading day

* the demand for the security (as reflected by its trading volume) is
insufficient for quoted prices to be reliable

If such circumstances occur, the advisor may determine the security's fair value
if the fair value determination would materially impact the fund's net asset
value. While fair value determinations involve judgments that are inherently
subjective, these determinations are made in good faith in accordance with
procedures adopted by a 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.

[GRAPHIC OF TRIANGLE]

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.

- ------
28

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 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. Each fund generally pays
distributions from net income and capital gains, if any, once a year in
December. The funds may make more frequent distributions, if necessary, to
comply with Internal Revenue Code provisions.

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS
STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

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 tax-deferred retirement plans must reinvest all distributions.
For investors investing through taxable accounts, we will reinvest distributions
unless you elect to have dividends and/or capital gains sent to another American
Century account, to your bank electronically, or to your home address or to
another person or address by check.

- ------
29

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 investment securities. Distributions of income are taxed as ordinary
income, unless they are designated as QUALIFIED DIVIDEND INCOME and you meet a
minimum required holding period with respect to your shares of the fund, in
which case distributions of income are taxed as long-term capital gains.

[GRAPHIC OF TRIANGLE]

QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY THE FUND FROM THE
STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT
THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD.

For capital gains and for income distributions designated as qualified dividend
income, the following rates apply:

TAX RATE FOR 10% TAX RATE FOR
TYPE OF DISTRIBUTION AND 15% BRACKETS ALL OTHER BRACKETS
- --------------------------------------------------------------------------------
Short-term capital gains Ordinary Income Ordinary Income
- --------------------------------------------------------------------------------
Long-term capital gains (> 1 year)
and Qualified Dividend Income 5% 15%
- --------------------------------------------------------------------------------

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 your
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.

- ------
30

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.

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.

- ------
31

MULTIPLE CLASS INFORMATION

American Century offers the following classes of shares of the funds:

* Growth -- Investor Class, Institutional Class, Advisor Class, R Class and C
Class

* Ultra -- Investor Class, Institutional Class, Advisor Class, R Class and C
Class

* Vista -- Investor Class, Institutional Class, Advisor Class and C Class

* Heritage -- Investor Class, Institutional Class, Advisor Class and C Class

* Veedot -- Investor Class, Institutional Class and Advisor Class

The shares offered by this Prospectus are Investor Class and Institutional Class
shares. Investor Class and Institutional 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, C Class or R 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.

- ------
32

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.

- ------
33

GROWTH FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------
PER-SHARE DATA
- -----------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.80 $17.85 $31.09 $31.60 $28.03
- -----------------------------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------------------
Net Investment Income (Loss)(1) 0.01 (0.01) --(2) (0.10) (0.07)
- ---------------------------------------------------
Net Realized and Unrealized Gain (Loss) 2.45 (3.04) (9.66) 3.73 9.03
- -----------------------------------------------------------------------------------------------------
Total From Investment Operations 2.46 (3.05) (9.66) 3.63 8.96
- -----------------------------------------------------------------------------------------------------
Distributions
- ---------------------------------------------------
From Net Realized Gains -- -- (3.58) (4.14) (5.39)
- -----------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $17.26 $14.80 $17.85 $31.09 $31.60
=====================================================================================================
TOTAL RETURN(3) 16.62% (17.09)% (34.14)% 11.49% 36.31%

- -----------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
- ---------------------------------------------------
Ratio of Net Investment Income (Loss) to
Average Net Assets 0.05% (0.04)% (0.01)% (0.30)% (0.24)%
- ---------------------------------------------------
Portfolio Turnover Rate 159% 135% 114% 102% 92%
- ---------------------------------------------------
Net Assets, End of Period (in millions) $4,350 $3,951 $5,715 $9,557 $8,333
- -----------------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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.

- ------
34

ULTRA FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $21.83 $25.09 $41.45 $38.97 $31.06
- -------------------------------------------------------------------------------------------
Income From Investment Operations
- ------------------------------------------
Net Investment Income (Loss)(1) (0.02) 0.06 (0.06) (0.28) (0.14)
- ------------------------------------------
Net Realized and
Unrealized Gain (Loss) 4.26 (3.32) (11.89) 4.14 11.17
- -------------------------------------------------------------------------------------------
Total From Investment Operations 4.24 (3.26) (11.95) 3.86 11.03
- -------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------
From Net Investment Income (0.06) -- -- -- --
- ------------------------------------------
From Net Realized Gains -- -- (4.41) (1.38) (3.12)
- -------------------------------------------------------------------------------------------
Total Distributions (0.06) -- (4.41) (1.38) (3.12)
- -------------------------------------------------------------------------------------------
Net Asset Value, End of Period $26.01 $21.83 $25.09 $41.45 $38.97
===========================================================================================
TOTAL RETURN(2) 19.50% (12.99)% (31.44)% 9.81% 37.94%

- -------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 0.99% 0.98% 0.99% 1.00%
- ------------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.09)% 0.24% (0.18)% (0.64)% (0.39)%
- ------------------------------------------
Portfolio Turnover Rate 82% 92% 86% 62% 42%
- ------------------------------------------
Net Assets, End of Period (in millions) $21,341 $18,616 $24,560 $38,461 $35,752
- -------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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 VALUE 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.

- ------
35

VISTA FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.25 $10.62 $24.37 $15.41 $9.27
- -------------------------------------------------------------------------------------------
Income From Investment Operations
- -----------------------------------
Net Investment Loss(1) (0.06) (0.04) (0.04) (0.16) (0.05)
- -------------------------------------------
Net Realized and
Unrealized Gain (Loss) 2.78 (1.33) (7.38) 10.07 6.19
- -------------------------------------------------------------------------------------------
Total From Investment Operations 2.72 (1.37) (7.42) 9.91 6.14
- -------------------------------------------------------------------------------------------
Distributions
- -----------------------------------
From Net Realized Gains -- -- (6.33) (0.95) --
- -------------------------------------------------------------------------------------------
Net Asset Value, End of Period $11.97 $9.25 $10.62 $24.37 $15.41
===========================================================================================
TOTAL RETURN(2) 29.41% (12.90)% (37.48)% 66.16% 66.24%

- -------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
- -------------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.57)% (0.34)% (0.31)% (0.65)% (0.40)
- -------------------------------------------
Portfolio Turnover Rate 280% 293% 290% 135% 187%
- -------------------------------------------
Net Assets, End of Period (in millions) $1,240 $966 $1,222 $2,345 $1,146
- -------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

- ------
36

HERITAGE FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- --------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- --------------------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.11 $10.13 $19.10 $13.02 $9.98
- --------------------------------------------------------------------------------------------
Income From Investment Operations
- -------------------------------------------
Net Investment Income (Loss)(1) (0.04) (0.04) --(2) (0.03) 0.02
- -------------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.71 (0.98) (5.33) 7.63 3.04
- --------------------------------------------------------------------------------------------
Total From Investment Operations 1.67 (1.02) (5.33) 7.60 3.06
- --------------------------------------------------------------------------------------------
Distributions
- -------------------------------------------
From Net Investment Income -- -- -- (0.04) (0.02)
- -------------------------------------------
From Net Realized Gains -- -- (3.64) (1.48) --
- --------------------------------------------------------------------------------------------
Total Distributions -- -- (3.64) (1.52) (0.02)
- --------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.78 $9.11 $10.13 $19.10 $13.02
============================================================================================
TOTAL RETURN(3) 18.33% (10.07)% (33.08)% 62.61% 30.71%

- --------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
- -------------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.39)% (0.37)% (0.02)% (0.17)% 0.19%
- -------------------------------------------
Portfolio Turnover Rate 129% 128% 152% 119% 134%
- -------------------------------------------
Net Assets, End of Period (in millions) $1,227 $1,010 $1,206 $1,975 $1,000
- --------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) PER-SHARE AMOUNT WAS LESS THAN $0.005.

- ------
37

VEEDOT FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- ------------------------------------------------------------------------------------------
2003 2002 2001 2000(1)
- ------------------------------------------------------------------------------------------
PER-SHARE DATA
- ------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $3.77 $4.32 $5.92 $5.00
- ------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------
Net Investment Loss(2) (0.03) (0.01) --(3) (0.06)
- ----------------------------------------------
Net Realized and Unrealized Gain (Loss) 1.25 (0.54) (1.60) 0.98
- ------------------------------------------------------------------------------------------
Total From Investment Operations 1.22 (0.55) (1.60) 0.92
- ------------------------------------------------------------------------------------------
Net Asset Value, End of Period $4.99 $3.77 $4.32 $5.92
==========================================================================================
TOTAL RETURN(4) 32.36% (12.73)% (27.03)% 18.40%

- ------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.50% 1.50% 1.50% 1.50%(5)
- ----------------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.68)% (0.31)% (0.09)% (0.92)%(5)
- ----------------------------------------------
Portfolio Turnover Rate 415% 330% 410% 250%
- ----------------------------------------------
Net Assets, End of Period (in thousands) $228,724 $187,451 $231,108 $352,130
- ------------------------------------------------------------------------------------------

(1) NOVEMBER 30, 1999 (INCEPTION) THROUGH OCTOBER 31, 2000.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(4) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY, AND DOES NOT REFLECT REDEMPTION FEES. 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.

- ------
38

GROWTH FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.87 $17.90 $31.15 $31.66 $28.08
- -------------------------------------------------------------------------------------------------
Income From Investment Operations
- --------------------------------------------
Net Investment Income (Loss)(1) 0.04 0.02 0.04 (0.03) (0.03)
- --------------------------------------------
Net Realized and
Unrealized Gain (Loss) 2.47 (3.05) (9.65) 3.72 9.07
- -------------------------------------------------------------------------------------------------
Total From Investment Operations 2.51 (3.03) (9.61) 3.69 9.04
- -------------------------------------------------------------------------------------------------
Distributions
- --------------------------------------------
From Net Realized Gains -- -- (3.64) (4.20) (5.46)
- -------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $17.38 $14.87 $17.90 $31.15 $31.66
=================================================================================================
TOTAL RETURN(2) 16.88% (16.93)% (33.94)% 11.70% 36.62%

- -------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80%
- --------------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.25% 0.16% 0.19% (0.10)% (0.04)%
- --------------------------------------------
Portfolio Turnover Rate 159% 135% 114% 102% 92%
- --------------------------------------------
Net Assets, End of Period (in thousands) $618,569 $455,807 $84,189 $98,239 $1,453
- -------------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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.

- ------
39

ULTRA FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- --------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- --------------------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $22.02 $25.24 $41.65 $39.13 $31.12
- --------------------------------------------------------------------------------------------
Income From Investment Operations
- --------------------------------------
Net Investment Income (Loss)(1) 0.02 0.11 0.01 (0.20) (0.09)
- --------------------------------------
Net Realized and
Unrealized Gain (Loss) 4.29 (3.33) (11.94) 4.10 11.22
- --------------------------------------------------------------------------------------------
Total From Investment Operations 4.31 (3.22) (11.93) 3.90 11.13
- --------------------------------------------------------------------------------------------
Distributions
- --------------------------------------
From Net Investment Income (0.11) -- -- -- --
- --------------------------------------
From Net Realized Gains -- -- (4.48) (1.38) (3.12)
- --------------------------------------------------------------------------------------------
Total Distributions (0.11) -- (4.48) (1.38) (3.12)
- --------------------------------------------------------------------------------------------
Net Asset Value, End of Period $26.22 $22.02 $25.24 $41.65 $39.13
============================================================================================
TOTAL RETURN(2) 19.66% (12.76)% (31.25)% 9.87% 38.21%

- --------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.80% 0.79% 0.78% 0.79% 0.80%
- --------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.11% 0.44% 0.02% (0.44)% (0.19)%
- --------------------------------------
Portfolio Turnover Rate 82% 92% 86% 62% 42%
- --------------------------------------
Net Assets, End of Period
(in thousands) $822,333 $556,316 $593,436 $763,304 $186,025
- --------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

- ------
40

VISTA FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.34 $10.70 $24.50 $15.51 $9.32
- -------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------
Net Investment Loss(1) (0.03) (0.02) (0.02) (0.11) (0.04)
- ----------------------------------------
Net Realized and
Unrealized Gain (Loss) 2.80 (1.34) (7.41) 10.09 6.23
- -------------------------------------------------------------------------------------------
Total From Investment Operations 2.77 (1.36) (7.43) 9.98 6.19
- -------------------------------------------------------------------------------------------
Distributions
- ----------------------------------------
From Net Realized Gains -- -- (6.37) (0.99) --
- -------------------------------------------------------------------------------------------
Net Asset Value, End of Period $12.11 $9.34 $10.70 $24.50 $15.51
===========================================================================================
TOTAL RETURN(2) 29.66% (12.71)% (37.31)% 66.28% 66.42%

- -------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80%
- ----------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.37)% (0.14)% (0.11)% (0.45)% (0.20)%
- ----------------------------------------
Portfolio Turnover Rate 280% 293% 290% 135% 187%
- ----------------------------------------
Net Assets, End of Period
(in thousands) $34,177 $37,743 $46,069 $56,022 $122
- -------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

- ------
41

HERITAGE FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- ---------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- ---------------------------------------------------------------------------------------------
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.17 $10.17 $19.14 $13.04 $10.00
- ---------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------
Net Investment Income (Loss)(1) (0.01) (0.02) --(2) --(2) 0.04
- ----------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.70 (0.98) (5.30) 7.65 3.04
- ---------------------------------------------------------------------------------------------
Total From Investment Operations 1.69 (1.00) (5.30) 7.65 3.08
- ---------------------------------------------------------------------------------------------
Distributions
- ----------------------------------------
From Net Investment Income -- -- -- (0.07) (0.04)
- ----------------------------------------
From Net Realized Gains -- -- (3.67) (1.48) --
- ---------------------------------------------------------------------------------------------
Total Distributions -- -- (3.67) (1.55) (0.04)
- ---------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.86 $9.17 $10.17 $19.14 $13.04
=============================================================================================
TOTAL RETURN(3) 18.43% (9.83)% (32.84)% 63.00% 30.92%

- ---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80%
- ---------------------------------------------------------------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.19)% (0.17)% 0.18% 0.03% 0.39%
- ----------------------------------------
Portfolio Turnover Rate 129% 128% 152% 119% 134%
- ----------------------------------------
Net Assets, End of Period
(in thousands) $73,735 $152,256 $79,882 $8,302 $92
- ---------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) PER-SHARE AMOUNT WAS LESS THAN $0.005.

- ------
42

VEEDOT FUND
Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- -----------------------------------------------------------------------------------
2003 2002 2001 2000(1)
- -----------------------------------------------------------------------------------
PER-SHARE DATA
- -----------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $3.79 $4.33 $5.92 $6.12
- -----------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------
Net Investment Income (Loss)(2) (0.02) --(3) 0.01 (0.01)
- ----------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.25 (0.54) (1.60) (0.19)
- -----------------------------------------------------------------------------------
Total From Investment Operations 1.23 (0.54) (1.59) (0.20)
- -----------------------------------------------------------------------------------
Net Asset Value, End of Period $5.02 $3.79 $4.33 $5.92
===================================================================================
TOTAL RETURN(4) 32.45% (12.47)% (26.86)% (3.27)%

- -----------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.30% 1.30% 1.30% 1.30%(5)
- ----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.48)% (0.11)% 0.11% (0.52)%(5)
- ----------------------------------------
Portfolio Turnover Rate 415% 330% 410% 250%(6)
- ----------------------------------------
Net Assets, End of Period
(in thousands) $12,458 $8,709 $9,659 $12,218
- -----------------------------------------------------------------------------------

(1) AUGUST 1, 2000 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2000.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(5) ANNUALIZED.

(6) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE INDICATED
WAS CALCULATED FOR THE PERIOD NOVEMBER 30, 1999 (INCEPTION OF FUND) THROUGH
OCTOBER 31, 2000.

- ------
43

NOTES

- ------
44

NOTES

- ------
45

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

This Prospectus shall not constitute an offer to sell securities of a fund in
any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or qualification
is not required, or under any circumstances in which such offer or solicitation
would be unlawful.

FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING
- ----------------------------------------------------------------------------
Growth
Investor Class 020 TWCGX Grwth
- ----------------------------------------------------------------------------
Institutional Class 320 TWGIX Grwth
- ----------------------------------------------------------------------------
Ultra
Investor Class 022 TWCUX Ultra
- ----------------------------------------------------------------------------
Institutional Class 322 TWUIX Ultra
- ----------------------------------------------------------------------------
Vista
Investor Class 024 TWCVX Vista
- ----------------------------------------------------------------------------
Institutional Class 324 TWVIX Vista
- ----------------------------------------------------------------------------
Heritage
Investor Class 030 TWHIX Heritage
- ----------------------------------------------------------------------------
Institutional Class 330 ATHIX Heritage
- ----------------------------------------------------------------------------
Veedot
Investor Class 095 AMVIX Veedot
- ----------------------------------------------------------------------------
Institutional Class 405 AVDIX Veedot
- ----------------------------------------------------------------------------

Investment Company Act File No. 811-0816

AMERICAN CENTURY INVESTMENTS
www.americancentury.com

Investor Class Institutional Class
P.O. Box 419200 P.O. Box 419385
Kansas City, Missouri 64141-6200 Kansas City, Missouri 64141-6385
1-800-345-2021 or 816-531-5575 1-800-345-3533 or 816-531-5575

0402
SH-PRS-36474

Your
American Century Investments
prospectus

ADVISOR CLASS

Growth Fund
Ultra(reg.tm) Fund
Vista(sm) Fund
Heritage Fund
Veedot(reg.tm) Fund

C CLASS

Growth Fund
Ultra(reg.tm) Fund
Vista(sm) Fund
Heritage Fund

R CLASS

Growth Fund
Ultra(reg.tm) Fund

FEBRUARY 27, 2004

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]

Dear Investor:

American Century Investments is committed to helping people make the most of
their financial opportunities. That's why we are focused on achieving superior
results and building long-term relationships with investors.

We believe our relationship with you begins with an easy-to-read prospectus that
provides you with the information you need to feel confident about your
investment decisions.

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

Sincerely,

/s/Brian Jeter

Brian Jeter
Senior Vice President
Third Party Sales and Services
American Century Investment Services, Inc.

American Century Investments, Inc.
P.O. Box 419786, Kansas City, MO 64141-6786

Table of Contents

AN OVERVIEW OF THE FUNDS................................................ 2

FUND PERFORMANCE HISTORY................................................ 4

Growth Fund, Ultra Fund, Vista Fund and Heritage Fund 4
Veedot Fund 8

FEES AND EXPENSES....................................................... 10

OBJECTIVES, STRATEGIES AND RISKS........................................ 12

Growth Fund, Ultra Fund, Vista Fund and Heritage Fund 12
Veedot Fund 14

MANAGEMENT.............................................................. 16

INVESTING WITH AMERICAN CENTURY......................................... 19

SHARE PRICE AND DISTRIBUTIONS........................................... 24

TAXES................................................................... 26

MULTIPLE CLASS INFORMATION.............................................. 28

FINANCIAL HIGHLIGHTS.................................................... 30

PERFORMANCE INFORMATION OF OTHER CLASS.................................. 41

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF
KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

AN OVERVIEW OF THE FUNDS

WHAT IS THE FUNDS' INVESTMENT OBJECTIVE?

These funds seek long-term capital growth.

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

Veedot uses a systematic, highly automated approach to common stock investing.
This approach is designed to identify companies, regardless of size, industry
type or geographic location, that are growing and whose share price patterns
suggest their stocks are likely to increase in value. A more detailed
description of the fund's investment style begins on page 14.

The funds' principal risks include

* MARKET RISK - The value of a fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
generally affecting the securities market.

* PRICE VOLATILITY - The value of a fund's shares may fluctuate significantly
in the short term.

* PRINCIPAL LOSS - 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.

* FOREIGN SECURITIES - A fund may invest in foreign securities, which can be
riskier than investing in U.S. securities.

For Veedot, additional risks include

[GRAPHIC OF TRIANGLE]

PORTFOLIO TURNOVER IS A MEASURE OF HOW FREQUENTLY A FUND BUYS AND
SELLS PORTFOLIO SECURITIES.

[GRAPHIC OF TRIANGLE]

A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS
IN A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND.

- ------
2

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

[GRAPHIC OF TRIANGLE]

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.

- ------
3

FUND PERFORMANCE HISTORY

GROWTH FUND
ULTRA FUND
VISTA FUND
HERITAGE FUND

Annual Total Returns

The following bar charts show the performance of the funds' Advisor Class shares
for each full calendar year in the life of the class. They indicate the
volatility of the funds' historical returns from year to year. The returns of
the funds' C Class and R Class shares will differ from those shown in the charts
depending on the expenses of those classes.

GROWTH FUND - ADVISOR CLASS

[data from bar chart]

2003 24.16%
2002 -26.34%
2001 -18.97%
2000 -14.92%
1999 34.24%
1998 36.49%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Growth 23.51% (4Q 1999) -19.38% (1Q 2001)
- --------------------------------------------------------------------------------

ULTRA FUND - ADVISOR CLASS

[data from bar chart]

2003 25.59%
2002 -23.39%
2001 -14.88%
2000 -20.07%
1999 41.31%
1998 34.21%
1997 22.83%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Ultra 32.18% (4Q 1999) -17.52% (1Q 2001)
- --------------------------------------------------------------------------------

- ------
4

VISTA FUND - ADVISOR CLASS

[data from bar chart]

2003 42.35%
2002 -21.07%
2001 -27.90%
2000 -1.22%
1999 119.06%
1998 -14.45%
1997 -8.82%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Vista 72.64% (4Q 1999) -27.55% (3Q 1998)
- --------------------------------------------------------------------------------

HERITAGE FUND - ADVISOR CLASS

[data from bar chart]

2003 21.24%
2002 -16.14%
2001 -25.86%
2000 17.14%
1999 50.79%
1998 -0.31%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Heritage 40.26% (4Q 1999) -21.20% (3Q 1998)
- --------------------------------------------------------------------------------

Average Annual Total Returns

The following table shows the average annual total returns of the funds' Advisor
Class shares calculated three different ways. An additional table shows the
average annual total returns of the funds' C Class shares calculated before the
impact of taxes. Because the R Class shares and the Advisor Class shares of
Veedot did not have a full calendar year's worth of performance, they are not
included in the table below.

- ------
5

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.
After-tax returns are shown only for the Advisor Class shares. After-tax returns
for the C Class will vary.

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

ADVISOR CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEAR LIFE OF CLASS (1)
- --------------------------------------------------------------------------------------------
Growth
Return Before Taxes 24.16% -3.28% 4.55%
Return After Taxes on Distributions 24.16% -4.33% 2.48%
Return After Taxes on Distributions
and Sale of Fund Shares 15.71% -2.86% 3.40%
Russell 1000 Growth Index 29.75% -5.11% 2.95%(2)
(reflects no deduction for fees, expenses or taxes)
- --------------------------------------------------------------------------------------------
Ultra
Return Before Taxes 25.59% -1.55% 6.07%
Return After Taxes on Distributions 25.60% -2.16% 4.31%
Return After Taxes on Distributions
and Sale of Fund Shares 16.64% -1.38% 4.59%
S&P 500 Index 28.68% -0.57% 8.38%(3)
(reflects no deduction for fees, expenses or taxes)
- --------------------------------------------------------------------------------------------
Vista
Return Before Taxes 42.35% 11.88% 3.38%
Return After Taxes on Distributions 42.35% 9.83% 1.58%
Return After Taxes on Distributions
and Sale of Fund Shares 27.53% 9.66% 2.20%
Russell Mid Cap Growth Index 42.71% 2.01% 7.05%(3)
(reflects no deduction for fees, expenses or taxes)
- --------------------------------------------------------------------------------------------
Heritage
Return Before Taxes 21.24% 5.89% 4.66%
Return After Taxes on Distributions 21.24% 4.05% 2.29%
Return After Taxes on Distributions
and Sale of Fund Shares 13.81% 4.34% 2.89%
Russell Mid Cap Index 40.06% 7.23% 8.84%(4)
(reflects no deduction for fees, expenses or taxes)
- --------------------------------------------------------------------------------------------

(1) THE INCEPTION DATES FOR THE ADVISOR CLASS OF THE FUNDS ARE GROWTH, JUNE 4,
1997; ULTRA AND VISTA, OCTOBER 2, 1996; AND HERITAGE, JULY 11, 1997.

(2) SINCE MAY 31, 1997, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(3) SINCE OCTOBER 3, 1996, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(4) SINCE JULY 10, 1997, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

- ------
6

C CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR LIFE OF CLASS(1)
- -------------------------------------------------------------------------------
Growth
Return Before Taxes 23.35% -4.53%
Russell 1000 Growth Index 29.75% -3.23%(2)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------
Ultra
Return Before Taxes 24.76% 1.11%
S&P 500 Index 28.68% 2.22%(3)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------
Vista
Return Before Taxes 41.50% 0.57%
Russell Mid Cap Growth Index 42.71% 0.79%(4)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------
Heritage
Return Before Taxes 20.54% -5.44%
Russell Mid Cap Index 40.06% 5.51%(5)
(reflects no deduction for fees, expenses or taxes)
- -------------------------------------------------------------------------------

(1) THE INCEPTION DATES FOR THE C CLASS OF THE FUNDS ARE GROWTH, NOVEMBER 28,
2001; ULTRA, OCTOBER 29, 2001; VISTA, JULY 18, 2001; AND HERITAGE, JUNE 26,
2001.

(2) SINCE NOVEMBER 30, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

(3) SINCE OCTOBER 25, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(4) SINCE JULY 31, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

(5) SINCE JUNE 28, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance (before and after taxes) does not predict how
a fund will perform in the future.

For current performance information, please call us at 1-800-378-9878.

- ------
7

VEEDOT FUND

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

* Annual Total Returns

* Highest and Lowest Quarterly Returns

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

If the Advisor Class had existed during the periods presented, its performance
would have been substantially similar to that of the Investor Class because each
represents an investment in the same portfolio of securities. However,
performance of the Advisor Class would have been lower because of its higher
expense ratio.

Annual Total Returns

The following bar chart shows the performance of the fund's Investor Class
shares for each full calendar year in the life of the fund. It indicates the
volatility of the fund's historical returns from year to year. Account fees are
not reflected in the chart below. If they had been included, returns would have
been lower than those shown.

VEEDOT FUND - INVESTOR CLASS

[data from bar chart]

2003 42.42%
2002 -22.10%
2001 -20.21%
2000 -1.35%

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

Average Annual Total Returns

The following table shows the average annual total returns of the fund's
Investor Class shares calculated three different ways.

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 funds 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.

- ------
8

The benchmark is an unmanaged index that has no operating costs and is included
in the table for performance comparison.

INVESTOR CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR LIFE OF CLASS(1)
- --------------------------------------------------------------------------------
Veedot(2)
Return Before Taxes 39.58% 0.32%
Return After Taxes on Distributions 39.58% 0.32%
Return After Taxes on Distributions
and Sale of Fund Shares 25.72% 0.28%
Wilshire 5000 Index 31.65% -2.83%
(reflects no deduction for fees, expenses or taxes)
- --------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR THE INVESTOR CLASS IS NOVEMBER 30, 1999.

(2) FUND RETURNS REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE, INCURRED ONLY IF
SHARES WERE REDEEMED WITHIN THE FIRST FIVE YEARS AFTER PURCHASE. HAD THE 2%
REDEMPTION FEE NOT BEEN APPLIED, FUND RETURNS WOULD HAVE BEEN 42.42% FOR
THE 1-YEAR PERIOD AND 0.82% SINCE INCEPTION.

- ------
9

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 C Class shares after you have held them for 12 months (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)
- --------------------------------------------------------------------------------
Advisor Class (Veedot only)
Veedot Redemption/Exchange Fee
(as a percentage of amount redeemed/exchanged) 2.00%(1)
- --------------------------------------------------------------------------------
C Class (All funds)
Maximum Deferred Sales Charge (load)
(as a percentage of net asset value) 1.00%(2)
- --------------------------------------------------------------------------------

(1) APPLIES ONLY TO VEEDOT SHARES HELD FOR LESS THAN FIVE YEARS, EXCLUDING
SHARES PURCHASED THROUGH REINVESTED DIVIDENDS OR CAPITAL GAINS.

(2) THE DEFERRED SALES CHARGE IS CONTINGENT ON THE LENGTH OF TIME YOU HAVE
OWNED YOUR SHARES. THE CHARGE IS 1.00% DURING THE FIRST YEAR AFTER PURCHASE
AND IS ELIMINATED THEREAFTER.

ANNUAL FUND 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
- ------------------------------------------------------------------------------------------------
Growth
Advisor Class 0.75% 0.50%(3) 0.00% 1.25%
- ------------------------------------------------------------------------------------------------
C Class 1.00% 1.00% 0.00% 2.00%
- ------------------------------------------------------------------------------------------------
R Class 1.00% 0.50% 0.00% 1.50%
- ------------------------------------------------------------------------------------------------
Ultra
Advisor Class 0.75%(4) 0.50%(3) 0.00% 1.25%
- ------------------------------------------------------------------------------------------------
C Class 1.00%(4) 1.00% 0.00% 2.00%
- ------------------------------------------------------------------------------------------------
R Class 1.00%(4) 0.50% 0.00% 1.50%
- ------------------------------------------------------------------------------------------------
Vista
Advisor Class 0.75% 0.50%(3) 0.00% 1.25%
- ------------------------------------------------------------------------------------------------
C Class 1.00% 1.00% 0.00% 2.00%
- ------------------------------------------------------------------------------------------------
Heritage
Advisor Class 0.75% 0.50%(3) 0.00% 1.25%
- ------------------------------------------------------------------------------------------------
C Class 1.00% 1.00% 0.00% 2.00%
- ------------------------------------------------------------------------------------------------
Veedot
Advisor Class 1.25% 0.50%(3) 0.00% 1.75%
- ------------------------------------------------------------------------------------------------

(1) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE 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, Distribution and Administrative Fees, PAGE 29.

(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) HALF OF THE ADVISOR CLASS 12B-1 FEE (0.25%) IS FOR SHAREHOLDER SERVICES
PROVIDED BY FINANCIAL INTERMEDIARIES, WHICH WOULD OTHERWISE BE PAID BY THE
ADVISOR OUT OF THE UNIFIED MANAGEMENT FEE. THE ADVISOR HAS REDUCED ITS
UNIFIED MANAGEMENT FEE FOR THE ADVISOR CLASS SHARES, BUT THE FEE FOR CORE
INVESTMENT ADVISORY SERVICES IS THE SAME FOR ALL CLASSES.

(4) BASED ON ASSETS OF ALL CLASSES OF THE FUND DURING THE FUND'S MOST RECENT
FISCAL YEAR. THE FUND HAS A STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S
MANAGEMENT FEE RATE GENERALLY DECREASES AS FUND ASSETS INCREASE AND
INCREASES AS FUND ASSETS DECREASE.

- ------
10

EXAMPLE

* 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
- -------------------------------------------------------------------------
Growth
Advisor Class $127 $395 $683 $1,503
- -------------------------------------------------------------------------
C Class $202 $623 $1,069 $2,305
- -------------------------------------------------------------------------
R Class $152 $472 $814 $1,778
- -------------------------------------------------------------------------
Ultra
Advisor Class $127 $395 $683 $1,503
- -------------------------------------------------------------------------
C Class $202 $623 $1,069 $2,305
- -------------------------------------------------------------------------
R Class $152 $472 $814 $1,778
- -------------------------------------------------------------------------
Vista
Advisor Class $127 $395 $683 $1,503
- -------------------------------------------------------------------------
C Class $202 $623 $1,069 $2,305
- -------------------------------------------------------------------------
Heritage
Advisor Class $127 $395 $683 $1,503
- -------------------------------------------------------------------------
C Class $202 $623 $1,069 $2,305
- -------------------------------------------------------------------------
Veedot
Advisor Class $383 $767 $943 $2,045
- -------------------------------------------------------------------------

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------
Veedot
Advisor Class $177 $548 $943 $2,045
- -------------------------------------------------------------------------

- ------
11

OBJECTIVES, STRATEGIES AND RISKS

GROWTH FUND
ULTRA FUND
VISTA FUND
HERITAGE FUND

WHAT IS THE FUNDS' INVESTMENT OBJECTIVE?

These funds seek long-term capital growth.

HOW DO THE FUNDS PURSUE THEIR INVESTMENT OBJECTIVE?

The fund managers look for stocks of companies they believe will increase in
value over time, using a growth investment strategy developed by American
Century. This strategy looks for companies with earnings and revenues that are
not only growing, but growing at a successively faster, or accelerating, pace.
It also includes companies whose growth rates, although still negative, are less
negative than in prior periods. This strategy is based on the premise that, over
the long term, the stocks of companies with accelerating earnings and revenues
have a greater-than-average chance to increase in value.

[GRAPHIC OF TRIANGLE]

ACCELERATING GROWTH IS SHOWN, FOR EXAMPLE, BY GROWTH THAT EXHIBITS
A HIGHER POSITIVE RATE OF CHANGE THIS QUARTER THAN LAST OR THIS
YEAR THAN THE YEAR BEFORE.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the funds essentially fully invested in
stocks regardless of the movement of stock prices generally. 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,
short-term securities, nonleveraged futures contracts and other similar
securities. 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 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.

- ------
12

WHAT KINDS OF SECURITIES DO THE FUNDS BUY?

WHAT ARE THE DIFFERENCES BETWEEN THE FUNDS?

* Growth and Ultra generally invest in larger companies, although they may
purchase companies of any size.

* Vista and Heritage generally invest in companies that are medium-sized and
smaller at the time of purchase, although they may purchase companies of any
size.

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.

- ------
13

VEEDOT FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

These tools include a fundamental process that screens thousands of publicly
traded securities to identify those that meet the fund's strict, proprietary
growth requirements.

The fund's methodology also attempts to identify companies whose share price
patterns suggest that they are likely to either rise or fall in price (commonly
referred to as technical analysis). This technical analysis is particularly
oriented to identifying attractive price patterns for companies meeting the
growth requirements mentioned above. These companies would be candidates for
purchase. Conversely, companies whose share price patterns suggest a likely
decline in price would be candidates for sale, if owned by the fund. On
occasion, the process may look favorably on a company whose share price pattern
appears attractive even though the company looks less attractive based on the
growth screen.

The fund managers do not attempt to time the market. Instead, they intend to
keep the fund essentially fully invested in stocks regardless of the movement of
stock prices generally. However, at the fund managers' discretion, the fund may
invest up to 100% of its assets in U.S. government securities if the fund's
investment methodology fails to generate sufficient investment ideas or to
respond to adverse market, economic, political or other conditions. The fund may
not achieve its investment objectives while taking such a temporary defensive
position.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
debt securities, equity-equivalent securities, nonleveraged futures contracts
and options, notes, bonds and other debt securities, as discussed above. The
fund generally limits its purchase of debt securities to investment-grade
obligations.

Although the fund's managers expect it will invest primarily in U.S. companies,
there is no limit on the amount of assets the fund can invest in foreign
securities.

- ------
14

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

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

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.

These and other risks of investing in the fund are more fully described in the
fund's Statement of Additional Information.

- ------
15

MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors, investment advisor and fund management teams 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

For the services it provided to the C Class, Advisor Class and R Class shares of
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. The amount of the management fee for a fund is calculated daily
and paid monthly in arrears. Veedot Advisor Class will pay the advisor a unified
management fee of 1.25% of its pro rata share of the first $500 million of the
fund's average net assets, 1.20% of its pro rata share of the next $500 million
of the fund's average net assets and 1.15% of its pro rata share over $1 billion
of the fund's average net assets. Veedot does not offer C Class or R Class
shares.

MANAGEMENT FEES PAID BY THE FUNDS TO THE ADVISOR
AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE MOST
RECENT FISCAL YEAR ENDED OCTOBER 31, 2003 ADVISOR CLASS C CLASS R CLASS
- ---------------------------------------------------------------------------------------
Growth 0.75% 1.00% 1.00%
- ---------------------------------------------------------------------------------------
Ultra 0.75% 1.00% 1.00%
- ---------------------------------------------------------------------------------------
Vista 0.75% 1.00% N/A (1)
- ---------------------------------------------------------------------------------------
Heritage 0.75% 1.00% N/A (1)
- ---------------------------------------------------------------------------------------

(1) THIS FUND DOES NOT OFFER R CLASS SHARES.

THE FUND MANAGEMENT TEAMS

- ------
16

The portfolio managers on the investment teams are identified below.

Growth

GREGORY J. WOODHAMS

E. A. PRESCOTT LEGARD

Ultra

JAMES E. STOWERS III

BRUCE A. WIMBERLY

JERRY SULLIVAN

WADE W. SLOME

Mr. Slome, Portfolio Manager, has been a member of the team that manages Ultra
since June 1998. He was promoted to Portfolio Manager in July 2002. He joined
American Century in June 1998 as an investment analyst. He holds a bachelor's
degree in economics from the University of California - Los Angeles, and an MBA
in finance from Cornell University. He is a CFA charterholder.

Vista

GLENN A. FOGLE

Mr. Fogle, Senior Vice President and Senior Portfolio Manager, has been a member
of the team that manages Vista since September 1990 and was promoted to
Portfolio Manager in March 1993. He joined American Century in September 1990 as
an Investment Analyst. He has a bachelor of business administration (management)
and an MBA in finance from Texas Christian University. He is a CFA
charterholder.

- ------
17

DAVID M. ROSE

Heritage

LINDA K. PETERSON

Ms. Peterson, Vice President and Senior Portfolio Manager, has been a member of
the team that manages Heritage since March 1998. She joined American Century in
1986. She has served as an Investment Analyst for American Century's
growth-oriented equity funds, including Heritage, since 1994. She has a
bachelor's degree in finance from the University of Northern Iowa and an MBA
from the University of Missouri - Kansas City. She is a CFA charterholder.

KURT R. STALZER

Veedot

JAMES E. STOWERS III

JOHN SMALL JR.

Code of Ethics

FUNDAMENTAL INVESTMENT POLICIES

- ------
18

INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS, C CLASS AND R CLASS SHARES

The Advisor Class, C Class and R 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

To open an account, the minimum initial investment amounts for the funds are
$2,000 for a Coverdell Education Savings Account (CESA) and $2,500 for all other
accounts. Aggregate purchases are limited to amounts less than $1,000,000 for C
Class shares.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

[GRAPHIC OF TRIANGLE]

FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE
COMPANIES AND INVESTMENT ADVISORS.

- ------
19

MODIFYING OR CANCELING AN INVESTMENT

ABUSIVE TRADING PRACTICES

Currently, we may deem the sale of all or a substantial portion of a
shareholder's purchase of fund shares to be abusive if the sale is made

* within seven days of the purchase, or
* within 30 days of the purchase, if it happens more than once per year.

- ------
20

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

REDEMPTIONS

If you sell your C Class shares within 12 months of their purchase, you will pay
a sales charge.

Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next
determined after we receive your transaction request in good order.

[GRAPHIC OF TRIANGLE]

A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S
SHARES.

However, we reserve the right to delay delivery of redemption proceeds up to
seven days. For example, each time you make an investment with American Century,
there is a seven-day holding period before we will release redemption proceeds
from those shares, unless you provide us with satisfactory proof that your
purchase funds have cleared. For funds with CheckWriting privileges, we will not
honor checks written against shares subject to this seven-day holding period.
Investments by wire generally require only a one-day holding period. If you
change your address, we may require that any redemption request made within 15
days be submitted in writing and be signed by all authorized signers with their
signatures guaranteed. If you change your bank information, we may impose a
15-day holding period before we will transfer or wire redemption proceeds to
your bank. In addition, we reserve the right to honor certain redemptions with
securities, rather than cash, as described in the next section.

- ------
21

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 shares of Veedot redeemed
in this manner may be subject to a 2% redemption fee if held less than five
years and C Class shares redeemed in this manner may be subject to a sales
charge if held less than 12 months. You also may incur tax liability as a result
of the redemption.

SIGNATURE GUARANTEES

A signature guarantee -- which is different from a notarized signature -- is a
warranty that the signature presented is genuine. We may require a signature
guarantee for the following transactions:

* Your redemption or distribution check, Check-A-Month or automatic redemption
is made payable to someone other than the account owners

* Your redemption proceeds or distribution amount is sent by wire or EFT to a
destination other than your personal bank account

* You are transferring ownership of an account over $100,000

We reserve the right to require a signature guarantee for other transactions, at
our discretion.

- ------
22

CALCULATION OF CONTINGENT DEFERRED SALES CHARGE (CDSC)

C Class shares are sold at their net asset value without an initial sales
charge. However, if you redeem your shares within 12 months of purchase you will
pay a CDSC of 1.00% of the original purchase price or the current market value
at redemption, whichever is less.

The CDSC will not be charged on shares acquired through reinvestment of
dividends or distributions or increases in the net asset value of shares.

To minimize the amount of the CDSC you may pay when you redeem shares, the fund
will first redeem shares acquired through reinvested dividends and capital gain
distributions, which are not subject to a CDSC. Shares that have been in your
account long enough that they are not subject to a CDSC are redeemed next. For
any remaining redemption amount, shares will be sold in the order they were
purchased (earliest to latest).

CDSC Waivers

Any applicable contingent deferred sales charge may be waived in the following
cases:

* redemptions through systematic withdrawal plans not exceeding 12% annually of
the lesser of the original purchase cost or current market value

* distributions from IRAs due to attainment of age 59-1/2

* required minimum distributions from retirement accounts upon reaching age
70-1/2

* tax-free returns of excess contributions to IRAs

* redemptions due to death or post-purchase disability

* exchanges, unless the shares acquired by exchange are redeemed within the
original CDSC period

* if no broker was compensated for the sale

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.

A NOTE ABOUT MAILINGS TO SHAREHOLDERS

RIGHT TO CHANGE POLICIES

- ------
23

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

* a debt security has been declared in default

* trading in a security has been halted during the trading day

* the demand for the security (as reflected by its trading volume) is
insufficient for quoted prices to be reliable

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

[GRAPHIC OF TRIANGLE]

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.

- ------
24

DISTRIBUTIONS

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH
AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

- ------
25

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

Fund distributions may consist of income such as dividends and interest earned
by the fund from its investments, or capital gains generated by a fund from the
sale of investment securities. Distributions of income are taxed as ordinary
income, unless they are designated as QUALIFIED DIVIDEND INCOME and you meet a
minimum required holding period with respect to your shares of the fund, in
which case distributions of income are taxed as long-term capital gains.

[GRAPHIC OF TRIANGLE]

QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY THE FUND FROM
THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED
THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD.

For capital gains and for income distributions designated as qualified dividend
income, the following rates apply:

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.

- ------
26

Taxes on Transactions

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.

- ------
27

MULTIPLE CLASS INFORMATION

American Century offers the following classes of shares of the funds:

* Growth -- Investor Class, Institutional Class, Advisor Class, C Class and R
Class

* Ultra -- Investor Class, Institutional Class, Advisor Class, C Class and R
Class

* Vista -- Investor Class, Institutional Class, Advisor Class and C Class

* Heritage -- Investor Class, Institutional Class, Advisor Class and C Class

* Veedot -- Investor Class, Institutional Class and Advisor Class

The shares offered by this Prospectus are Advisor Class, C Class and R Class
shares and are offered primarily through employer-sponsored retirement plans, or
through institutions like banks, broker-dealers and insurance companies.

The other classes have different fees, expenses and/or minimum investment
requirements from the 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
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 that class; (d) each class may
have different exchange privileges; and (e) the Institutional Class may provide
for automatic conversion from that class into shares of the Investor Class of
the same fund.

- ------
28

Service, Distribution and Administrative 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, C Class and R Class shares have a 12b-1
Plan. Under the Advisor Class Plan, each fund's Advisor Class pays the
distributor an annual fee of 0.50% of Advisor Class average net assets, half for
certain shareholder and administrative services and half for distribution
services, including past distribution services. Under the C Class Plan, each
fund's C Class pays the distributor an annual fee of 1.00% of C Class average
net assets, 0.25% for certain ongoing individual shareholder and administrative
services and 0.75% for distribution services, including past distribution
services. Under the R Class Plan, each fund's R Class pays the distributor an
annual fee of 0.50% of R Class average net assets for certain ongoing
shareholder and administrative services and for distribution services, including
past distribution services. The distributor pays all or a portion of such fees
to the investment advisors, banks, broker-dealers and insurance companies that
make Advisor Class, C Class and R Class shares available. Because these fees are
used to pay for services that are not related to prospective sales of the funds,
each class will continue to make payments under its plan even if it is closed to
new investors. Because these fees are paid out of the funds' assets on an
ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges. For additional
information about the Plans and their terms, see MULTIPLE CLASS STRUCTURE -
MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN in the Statement of Additional
Information.

- ------
29

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

- ------
30

GROWTH FUND

Advisor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- ---------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- ---------------------------------------------------------------------------------------------
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.70 $17.78 $31.01 $31.52 $27.97
- ---------------------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------
Net Investment Loss(1) (0.03) (0.05) (0.06) (0.19) (0.15)
- ---------------------------------------
Net Realized and
Unrealized Gain (Loss) 2.44 (3.03) (9.66) 3.73 9.02
- ---------------------------------------------------------------------------------------------
Total From Investment Operations 2.41 (3.08) (9.72) 3.54 8.87
- ---------------------------------------------------------------------------------------------
Distributions
- ---------------------------------------
From Net Realized Gains -- -- (3.51) (4.05) (5.32)
- ---------------------------------------------------------------------------------------------
Net Asset Value, End of Period $17.11 $14.70 $17.78 $31.01 $31.52
=============================================================================================
TOTAL RETURN(2) 16.39% (17.32)% (34.40)% 11.23% 35.93%

- ---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.25% 1.25% 1.25% 1.25% 1.25%
- ---------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.20)% (0.29)% (0.26)% (0.55)% (0.49)%
- ---------------------------------------
Portfolio Turnover Rate 159% 135% 114% 102% 92%
- ---------------------------------------
Net Assets, End of Period
(in thousands) $55,010 $32,530 $25,272 $24,750 $12,759
- ---------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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.

- ------
31

ULTRA FUND

Advisor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -----------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------
PER-SHARE DATA
- -----------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $21.62 $24.92 $41.23 $38.80 $31.00
- -----------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------
Net Investment Loss(1) (0.08) --(2) (0.13) (0.40) (0.23)
- ----------------------------------------
Net Realized and
Unrealized Gain (Loss) 4.24 (3.30) (11.87) 4.21 11.15
- -----------------------------------------------------------------------------------------------
Total From Investment Operations 4.16 (3.30) (12.00) 3.81 10.92
- -----------------------------------------------------------------------------------------------
Distributions
- ----------------------------------------
From Net Investment Income (0.01) -- -- -- --
- ----------------------------------------
From Net Realized Gains -- -- (4.31) (1.38) (3.12)
- -----------------------------------------------------------------------------------------------
Total Distributions (0.01) -- (4.31) (1.38) (3.12)
- -----------------------------------------------------------------------------------------------
Net Asset Value, End of Period $25.77 $21.62 $24.92 $41.23 $38.80
===============================================================================================
TOTAL RETURN(3) 19.24% (13.24)% (31.69)% 9.72% 37.63%

- -----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.25% 1.24% 1.23% 1.24% 1.25%
- ----------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.34)% (0.01)% (0.43)% (0.89)% (0.64)%
- ----------------------------------------
Portfolio Turnover Rate 82% 92% 86% 62% 42%
- ----------------------------------------
Net Assets, End of Period
(in thousands) $643,144 $391,968 $437,024 $521,187 $247,814
- -----------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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 VALUE 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.

- ------
32

VISTA FUND

Advisor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- -------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.15 $10.53 $24.24 $15.31 $9.23
- -------------------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------
Net Investment Loss(1) (0.08) (0.06) (0.08) (0.22) (0.08)
- ---------------------------------------
Net Realized and
Unrealized Gain (Loss) 2.75 (1.32) (7.35) 10.05 6.16
- -------------------------------------------------------------------------------------------
Total From Investment Operations 2.67 (1.38) (7.43) 9.83 6.08
- -------------------------------------------------------------------------------------------
Distributions
- ---------------------------------------
From Net Realized Gains -- -- (6.28) (0.90) --
- -------------------------------------------------------------------------------------------
Net Asset Value, End of Period $11.82 $9.15 $10.53 $24.24 $15.31
===========================================================================================
TOTAL RETURN(2) 29.18% (13.11)% (37.76)% 65.98% 65.87%

- -------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.25% 1.25% 1.25% 1.25% 1.25%
- ---------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.82)% (0.59)% (0.56)% (0.90)% (0.65)%
- ---------------------------------------
Portfolio Turnover Rate 280% 293% 290% 135% 187%
- ---------------------------------------
Net Assets, End of Period
(in thousands) $17,060 $11,333 $13,315 $22,077 $7,755
- -------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

- ------
33

HERITAGE FUND

Advisor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- ---------------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- ---------------------------------------------------------------------------------------
PER-SHARE DATA
- ---------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.05 $10.09 $19.05 $12.98 $9.96
- ---------------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------
Net Investment Loss(1) (0.06) (0.06) (0.04) (0.07) (0.01)
- ---------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.69 (0.98) (5.32) 7.62 3.03
- ---------------------------------------------------------------------------------------
Total From Investment Operations 1.63 (1.04) (5.36) 7.55 3.02
- ---------------------------------------------------------------------------------------
Distributions
- ---------------------------------------
From Net Investment Income -- -- -- --(2) --(2)
- ---------------------------------------
From Net Realized Gains -- -- (3.60) (1.48) --
- ---------------------------------------------------------------------------------------
Total Distributions -- -- (3.60) (1.48) --(2)
- ---------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.68 $9.05 $10.09 $19.05 $12.98
=======================================================================================
TOTAL RETURN(3) 18.01% 10.31)% 33.30)% 62.26% 30.37%

- ---------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.25% 1.25% 1.25% 1.25% 1.25%
- ---------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.64)% (0.62)% (0.27)% (0.42)% (0.06)%
- ---------------------------------------
Portfolio Turnover Rate 129% 128% 152% 119% 134%
- ---------------------------------------
Net Assets, End of Period
(in thousands) $13,668 $3,737 $2,146 $2,127 $1,060
- ---------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) PER-SHARE AMOUNT WAS LESS THAN $0.005.

- ------
34

GROWTH FUND

C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- -------------------------------------------------------------------------------
2003 2002(1)
- -------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.66 $19.38
- -------------------------------------------------------------------------------
Income From Investment Operations
- ------------------------------------------------------
Net Investment Loss(2) (0.15) (0.16)
- ------------------------------------------------------
Net Realized and Unrealized Gain (Loss) 2.44 (4.56)
- -------------------------------------------------------------------------------
Total From Investment Operations 2.29 (4.72)
- -------------------------------------------------------------------------------
Net Asset Value, End of Period $16.95 $14.66
===============================================================================
TOTAL RETURN(3) 15.62% (24.36)%

- -------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 2.00% 2.00%(4)
- ------------------------------------------------------
Ratio of Net Investment Loss to Average Net Assets (0.95)% (0.99)%(4)
- -------------------------------------------------------
Portfolio Turnover Rate 159% 135%(5)
- -------------------------------------------------------
Net Assets, End of Period (in thousands) $623 $482
- -------------------------------------------------------------------------------

(1) NOVEMBER 28, 2001 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY, AND DOES 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.

(4) ANNUALIZED.

(5) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE INDICATED
WAS CALCULATED FOR THE YEAR ENDED
OCTOBER 31, 2002.

- ------
35

ULTRA FUND

C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- -------------------------------------------------------------------------------------
2003 2002 2001(1)
- -------------------------------------------------------------------------------------
PER-SHARE DATA
- -------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $21.59 $25.09 $25.53
- -------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------------
Net Investment Loss(2) (0.26) (0.19) --(3)
- ----------------------------------------------------
Net Realized and Unrealized Gain (Loss) 4.24 (3.31) (0.44)
- -------------------------------------------------------------------------------------
Total From Investment Operations 3.98 (3.50) (0.44)
- -------------------------------------------------------------------------------------
Net Asset Value, End of Period $25.57 $21.59 $25.09
=====================================================================================
TOTAL RETURN(4) 18.43% (13.95)% (1.72)%

- -------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 2.00% 1.99% 1.99%(5)
- ----------------------------------------------------
Ratio of Net Investment Loss to Average Net Assets (1.09)% (0.76)% (3.10)%(5)
- ----------------------------------------------------
Portfolio Turnover Rate 82% 92% 86%(6)
- ----------------------------------------------------
Net Assets, End of Period (in thousands) $2,232 $502 $95
- -------------------------------------------------------------------------------------

(1) OCTOBER 29, 2001 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2001.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(4) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY, AND DOES 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 VALUE 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
OCTOBER 31, 2001.

- ------
36

VISTA FUND

C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- ------------------------------------------------------------------------------------
2003 2002 2001(1)
- ------------------------------------------------------------------------------------
PER-SHARE DATA
- ------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.12 $10.59 $12.07
- ------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------------
Net Investment Loss(2) (0.16) (0.15) (0.06)
- ----------------------------------------------------
Net Realized and Unrealized Gain (Loss) 2.75 (1.32) (1.42)
- ------------------------------------------------------------------------------------
Total From Investment Operations 2.59 (1.47) (1.48)
- ------------------------------------------------------------------------------------
Net Asset Value, End of Period $11.71 $9.12 $10.59
====================================================================================
TOTAL RETURN(3) 28.40% (13.88)% (12.26)%

- ------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 2.00% 2.00% 2.00%(4)
- ----------------------------------------------------
Ratio of Net Investment Loss to Average Net Assets (1.57)% (1.34)% (1.77)%(4)
- ----------------------------------------------------
Portfolio Turnover Rate 280% 293% 290%(5)
- ----------------------------------------------------
Net Assets, End of Period (in thousands) $333 $110 $4
- ------------------------------------------------------------------------------------

(1) JULY 18, 2001 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2001.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY, AND DOES 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 VALUE 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
OCTOBER 31, 2001

- ------
37

HERITAGE FUND

C Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- --------------------------------------------------------------------------------------
2003 2002 2001(1)
- --------------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.99 $10.10 $12.43
- --------------------------------------------------------------------------------------
Income From Investment Operations
- ------------------------------------------------------
Net Investment Loss(2) (0.13) (0.13) (0.06)
- ------------------------------------------------------
Net Realized and Unrealized Gain (Loss) 1.68 (0.98) (2.27)
- --------------------------------------------------------------------------------------
Total From Investment Operations 1.55 (1.11) (2.33)
- --------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.54 $8.99 $10.10
======================================================================================
TOTAL RETURN(3) 17.24% (10.99)% (18.74)%

- --------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 2.00% 2.00% 2.00%(4)
- ------------------------------------------------------
Ratio of Net Investment Loss to Average Net Assets (1.39)% (1.37)% (1.50)%(4)
- ------------------------------------------------------
Portfolio Turnover Rate 129% 128% 152%(5)
- ------------------------------------------------------
Net Assets, End of Period (in thousands) $872 $146 $3
- --------------------------------------------------------------------------------------

(1) JUNE 26, 2001 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2001.

(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
OCTOBER 31, 2001.

- ------
38

GROWTH FUND

R Class

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED
- --------------------------------------------------------------------------------
2003(1)
- --------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $16.56
- --------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------------------------------------
Net Investment Loss(2) (0.02)
- ---------------------------------------------------------------------
Net Realized and Unrealized Gain 0.71
- --------------------------------------------------------------------------------
Total From Investment Operations 0.69
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $17.25
================================================================================
TOTAL RETURN(3) 4.17%

(1) AUGUST 29, 2003 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2003.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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 VALUE 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
OCTOBER 31, 2003.

- ------
39

ULTRA FUND

R Class

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED
- --------------------------------------------------------------------------------
2003(1)
- --------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $24.87
- --------------------------------------------------------------------------------
Income From Investment Operations
- -----------------------------------------------------------------------
Net Investment Loss(2) (0.04)
- -----------------------------------------------------------------------
Net Realized and Unrealized Gain 1.16
- --------------------------------------------------------------------------------
Total From Investment Operations 1.12
- --------------------------------------------------------------------------------
Net Asset Value, End of Period $25.99
================================================================================
TOTAL RETURN(3) 4.50%

(1) AUGUST 29, 2003 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2003.

(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
OCTOBER 31, 2003.

- ------
40

PERFORMANCE INFORMATION OF OTHER CLASS

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

The table on the next page itemizes what contributed to the changes in the
Investor Class share price during the most recently ended fiscal year. It also
shows the changes in share price for this period in comparison to changes over
the last five fiscal years, or less, if the share class is not five years old.

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

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

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

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

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

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

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

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

- ------
41

VEEDOT FUND
Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- ------------------------------------------------------------------------------------
2003 2002 2001 2000(1)
- ------------------------------------------------------------------------------------
PER-SHARE DATA
- ------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $3.77 $4.32 $5.92 $5.00
- ------------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------
Net Investment Loss(2) (0.03) (0.01) --(3) (0.06)
- ---------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.25 (0.54) (1.60) 0.98
- ------------------------------------------------------------------------------------
Total From Investment Operations 1.22 (0.55) (1.60) 0.92
- ------------------------------------------------------------------------------------
Net Asset Value, End of Period $4.99 $3.77 $4.32 $5.92
====================================================================================
TOTAL RETURN(4) 32.36% (12.73)% (27.03)% 18.40%

- ------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.50% 1.50% 1.50% 1.50%(5)
- ---------------------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.68)% (0.31)% (0.09)% (0.92)%(5)
- ---------------------------------------
Portfolio Turnover Rate 415% 330% 410% 250%
- ---------------------------------------
Net Assets, End of Period
(in thousands) $228,724 $187,451 $231,108 $352,130
- ------------------------------------------------------------------------------------

(1) NOVEMBER 30, 1999 (INCEPTION) THROUGH OCTOBER 31, 2000.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(5) ANNUALIZED.

- ------
42

NOTES

- ------
43

NOTES

- ------
44

NOTES

- ------
45

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
- --------------------------------------------------------------------------
Growth
Advisor Class 720 TCRAX Grwth
- --------------------------------------------------------------------------
C Class 420 TWGCX Grwth
- --------------------------------------------------------------------------
R Class 120 AGWRX Grwth
- --------------------------------------------------------------------------
Ultra
Advisor Class 722 TWUAX Ultra
- --------------------------------------------------------------------------
C Class 422 TWCCX Ultra
- --------------------------------------------------------------------------
R Class 122 AULRX Ultra
- --------------------------------------------------------------------------
Vista
Advisor Class 724 TWVAX Vista
- --------------------------------------------------------------------------
C Class 424 TWVCX Vista
- --------------------------------------------------------------------------
Heritage
Advisor Class 730 ATHAX Heritage
- --------------------------------------------------------------------------
C Class 430 AHGCX Heritage
- --------------------------------------------------------------------------
Veedot
Advisor Class 805 N/A Veedot
- --------------------------------------------------------------------------

Investment Company Act File No. 811-0816

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878

0402
SH-PRS-36475

Your
American Century Investments
prospectus

Giftrust(reg.sm) Fund

FEBRUARY 27, 2004

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]

Dear Investor,

At American Century Investments, we're committed to helping investors make the
most of their financial opportunities. That's why we focus on achieving superior
results and building long-term relationships with investors like you.

We believe our relationship with you begins with an easy-to-read prospectus that
provides you with the information you need to make informed and confident
decisions about your investments.

We understand you may have questions about investing after you read through the
prospectus. Our Web site, www.americancentury.com, offers information that could
answer many of your questions. Or, an Investor Relations Representative will be
happy to help weekdays, 7 a.m. to 7 p.m. and Saturdays, 9 a.m. to 2 p.m. Central
time. Our representatives can be reached by calling 1-800-345-2021. Thank you
for considering American Century.

Sincerely,

/s/Donna Byers
Donna Byers
Senior Vice President
Direct Sales and Services
American Century Services Corporation

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

Table of Contents

AN OVERVIEW OF THE FUND.................................................. 2

FUND PERFORMANCE HISTORY................................................. 3

FEES AND EXPENSES........................................................ 5

OBJECTIVES, STRATEGIES AND RISKS......................................... 6

MANAGEMENT............................................................... 8

HOW TO INVEST IN THE GIFTRUST FUND....................................... 10

HOW TO MANAGE A MATURED GIFTRUST......................................... 12

SHARE PRICE AND DISTRIBUTIONS............................................ 17

TAXES.................................................................... 19

FINANCIAL HIGHLIGHTS..................................................... 20

[graphic of triangle]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS
OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

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

The fund looks for common stocks of growing, medium-sized and smaller companies.
The basis of the strategy used by this fund is that, over the long term, stocks
of companies with accelerating earnings and revenue growth have a
greater-than-average chance to increase in value. A more detailed description of
American Century's growth investment style begins on page 6.

The fund's principal risks include:

* MARKET RISK - The value of the fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
generally affecting the securities market.

* PRICE VOLATILITY - The value of the fund's shares may fluctuate significantly
in the short term.

* PRINCIPAL LOSS - 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.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are looking for a unique way to give a
gift to a child or another individual. You cannot establish or make investments
in a Giftrust for

* yourself,

* your spouse or

* an entity other than an individual (such as a corporation, partnership or
other profit or nonprofit organization)

You must establish an irrevocable trust for the beneficiary using the Giftrust
Agreement, which is part of the Giftrust Kit from American Century.

The Giftrust trustee invests your gift in the fund for the benefit of the
beneficiary you name under the Agreement. The shares in a Giftrust are held in
trust until the maturity date you specify. For accounts opened on or after
August 1, 2002, the duration of the trust must be at least 18 years, but no more
than 65 years, from the time you make the one-time gift. The Giftrust is
irrevocable. Before the maturity date is reached, neither you nor the
beneficiary may amend the terms of the trust in any way.

The beneficiary is not required to redeem the Giftrust when it reaches maturity.
The beneficiary may redeem, exchange or leave all or a portion of the proceeds
in the Giftrust after the term of the trust expires.

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund is not a good investment if you are

* uncomfortable giving up control of your gift

* uncomfortable with the risks associated with the fund's investment strategy
and its short-term volatility

* intending to make a gift that qualifies for the annual Gift Tax exclusion
(see GIFT TAXES on page 19)

[graphic of triangle]

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY.

- ------
2

FUND PERFORMANCE HISTORY

ANNUAL TOTAL RETURNS

The following bar chart shows the performance of the fund's shares for each of
the last 10 calendar years. It indicates the volatility of the fund's 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.

GIFTRUST FUND

[data from bar chart]

2003 19.93%
2002 -21.38%
2001 -35.42%
2000 -16.45%
1999 87.26%
1998 -13.09%
1997 -1.20%
1996 5.75%
1995 38.32%
1994 13.49%

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Giftrust Fund 56.31% (4Q 1999) -35.13% (4Q 2000)
- --------------------------------------------------------------------------------

- ------
3

AVERAGE ANNUAL TOTAL RETURNS

The following table shows the average annual total returns of the fund's
Investor Class shares calculated three different ways.

Return Before Taxes shows the actual change in the value of fund shares over the
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 period 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.

The benchmark is an unmanaged index that has no operating costs and is included
in the table for performance comparison.

FOR THE CALENDAR YEAR
ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS LIFE OF FUND(1)
- --------------------------------------------------------------------------------
GIFTRUST FUND

Return Before Taxes 19.93% -0.96% 3.11% 11.95%

Return After Taxes
on Distributions 19.93% -2.03% 1.92% N/A

Return After Taxes
on Distributions
and Sale of Fund Shares 12.96% -0.65% 2.47% N/A

Russell Mid Cap Growth Index 42.71% 2.01% 9.40% N/A(2)
(reflects no deduction
for fees, expenses or taxes)
- --------------------------------------------------------------------------------

(1) THE INCEPTION DATE OF GIFTRUST IS NOVEMBER 25, 1983. ONLY A FUND WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOWS AFTER-TAX RETURNS FOR
LIFE OF THE FUND.

(2) BENCHMARK BEGAN JANUARY 1986.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance (before and after taxes) does not predict how
a fund will perform in the future.

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

- ------
4

FEES AND EXPENSES

There are no sales loads, fees or other charges

* to establish a Giftrust

* to reinvest dividends in additional shares

* for the beneficiary to redeem or exchange into Investor Class shares of other
American Century funds after the Giftrust has matured (other than a $10 fee
to redeem by wire)

The following tables describe the fees and expenses a Giftrust may pay during
the life of the trust.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- --------------------------------------------------------------------------------
INVESTOR CLASS (MATURED GIFTRUSTS ONLY)
Maximum Account Maintenance Fee $25(1)
- --------------------------------------------------------------------------------

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

(1) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, WERE
LESS THAN 0.005% FOR THE MOST RECENT FISCAL YEAR.

(2) FROM FEBRUARY 1, 2004, THROUGH JULY 31, 2004, THE FUND'S MANAGEMENT FEE
WILL BE WAIVED. BEGINNING ON AUGUST 1, 2004, THE MANAGEMENT FEE WILL BE
REINSTATED.

EXAMPLE

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

* you establish a $10,000 Giftrust

* the Giftrust earns a 5% return each year

* the same operating expenses shown above apply each year

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Giftrust Fund $102 $318 $551 $1,219
- --------------------------------------------------------------------------------

TRUST EXPENSES

Each Giftrust for which the trustee files a tax return will be charged a $10 fee
to help offset a portion of the cost of preparing the return. See TAXES on page
19.

Additionally, each maturing Giftrust established after March 31, 1996, will be
charged a one-time $100 administrative fee to help offset the costs incurred by
the trustee as a result of the Giftrust reaching maturity.

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5

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers look for stocks of growing, medium-sized and smaller companies
they believe will increase in value over time, using a growth investment
strategy developed by American Century. This strategy looks for companies with
earnings and revenues that are not only growing, but growing at a successively
faster, or accelerating, pace. It also includes companies whose growth rates,
although still negative, are less negative than in prior periods. This strategy
is based on the premise that, over the long term, the stocks of companies with
accelerating earnings and revenues have a greater-than-average chance to
increase in value.

The managers use a bottom-up approach to select stocks to buy for the fund. This
means that the managers make their investment decisions based on the business
fundamentals of the individual companies, rather than on economic forecasts or
the outlook for industries or sectors. Using American Century's extensive
computer database, the managers track financial information for thousands of
companies to identify trends in the companies' earnings and revenues. This
information is used to help the fund managers select or hold the stocks of
companies they believe will be able to sustain ACCELERATING GROWTH, and sell
stocks of companies whose growth begins to slow down.

[graphic of triangle]

ACCELERATING GROWTH IS SHOWN, FOR EXAMPLE, BY GROWTH THAT
EXHIBITS A HIGHER POSITIVE RATE OF CHANGE THIS QUARTER THAN LAST
OR THIS YEAR THAN THE YEAR BEFORE.

Although most of the fund's assets will be invested in U.S. companies, there is
no limit on the amount of assets the fund can invest in foreign companies. Most
of the fund's foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the fund's Statement of Additional Information.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the fund essentially fully invested in
stocks regardless of the movement of stock prices generally. 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,
short-term securities, nonleveraged futures contracts and other similar
securities. 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 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.

If the companies in which the fund invests are successful, these companies may
grow into large-sized companies. In addition, if the fund managers determine
that the availability of medium-sized and smaller companies in which to invest
is not adequate to meet the fund's investment needs, the fund managers may
invest in large-sized companies.

- ------
6

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The Giftrust Fund will usually purchase common stocks of U.S. and foreign
companies that are medium-sized and smaller at the time of purchase, but it can
purchase other types of securities as well. 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. The fund also may invest in domestic
and foreign preferred stocks, convertible debt securities, equity equivalent
securities, notes, bonds and other debt securities. The fund generally limits
its purchase of debt securities to investment-grade obligations, except
convertible debt securities, which may be rated below investment grade.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The minimum term of a Giftrust established on or after August 1, 2002, is 18
years and the maximum term is 65 years. By the terms of the trust, a gift is
irrevocable and will be held in the trust until its term expires.

Because the Giftrust Fund generally invests in smaller companies than American
Century's similarly managed growth equity funds (such as Growth, Ultra and
Select), 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.

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.

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.

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. To the extent
the fund invests in foreign securities, the overall risk of the fund could be
affected. 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.

The fund's performance also may be affected by investments in initial public
offerings (IPOs). The impact of IPOs on the fund's performance depends on the
strength of the IPO market and the size of the fund. IPOs may have less impact
on the fund's performance as its assets grow.

In summary, the Giftrust Fund is intended for investors who want to give a
one-time gift to another individual, but want that gift to have the potential to
grow over time (at least 18 years) in an aggressive equity fund that seeks
long-term capital growth. Investors wanting to make such a gift must be willing
to give up control over the gift and accept the risks associated with the fund's
investment strategy.

- ------
7

MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF DIRECTORS

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the fund during the most recent fiscal year, the
advisor received a unified management fee of 1.00% of the average net assets of
the shares of the fund. The amount of the management fee is calculated daily and
paid monthly in arrears.

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

- ------
8

THE FUND MANAGEMENT TEAM

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

The portfolio managers on the investment team are identified below.

LINDA K. PETERSON

Ms. Peterson, Vice President and Senior Portfolio Manager, has been a member of
the team that manages Giftrust since August 2001. She joined American Century in
1986. She has a bachelor's degree in finance from the University of Northern
Iowa and an MBA from the University of Missouri-Kansas City. She is a CFA
charterholder.

KURT R. STALZER

Mr. Stalzer, Vice President and Portfolio Manager, has been a member of the team
that manages Giftrust since August 2001. He joined American Century in January
2000. Before joining American Century, he was a Portfolio Manager for Scudder
Kemper Investments from January 1997 to October 1999. He has a BBA with a
concentration in finance and accounting from the University of
Michigan-Dearborn.

CODE OF ETHICS

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

FUNDAMENTAL INVESTMENT POLICIES

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

- ------
9

HOW TO INVEST IN THE GIFTRUST FUND

You must conduct business in writing on a Giftrust unless you establish
telephone services. Please remember that the person establishing a Giftrust
gives up the right to redeem or exchange shares. If you choose to do business in
writing only, you must provide written instructions to make additional gifts
into the Giftrust. Additional gifts cannot be made into Giftrusts opened on or
after August 1, 2002. If you want to add services later, you can complete an
Investor Service Options form.

- --------------------------------------------------------------------------------
BY TELEPHONE
- --------------------------------------------------------------------------------

INVESTOR RELATIONS
1-800-345-2021

AUTOMATED INFORMATION LINE
1-800-345-8765
24 hours a day, seven days a week

OPEN A GIFTRUST

A Giftrust account must be established in writing with a one-time gift of at
least $2,500. Call us for a Giftrust kit.

MAKE ADDITIONAL GIFTS*

Call if you have authorized us to invest from your bank account. Additional
gifts must be at least $50.

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

OPEN A GIFTRUST

Give your bank the following information:

* Our bank information:
Commerce Bank N.A.
Routing No. 101000019
ACMF Account No. 2804918

* Giftrust Fund

* The American Century Giftrust account number

* Giftrust beneficiary's name

MAKE ADDITIONAL GIFTS*

Follow the OPEN A GIFTRUST wire instructions

*NO ADDITIONAL GIFTS CAN BE MADE INTO GIFTRUSTS OPENED ON OR AFTER AUGUST 1,
2002.

- ------
10

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

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

Fax
816-340-7962

OPEN A GIFTRUST

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

TRANSFER SHARES

Send written instructions to exchange your shares from another American Century
account into the Giftrust.

MAKE ADDITIONAL GIFTS*

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 the
name, address and account number to be credited on your check or money order.

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

OPEN A GIFTRUST

Not available.

MAKE ADDITIONAL GIFTS*

Select "Establish Automatic Investments" on your application to make automatic
gifts on a regular basis. You must invest at least $600 per year per Giftrust.

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

If you prefer to handle your transactions in person, visit one of our Investor
Centers and a representative can help you open a Giftrust and make additional
investments.

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

*NO ADDITIONAL GIFTS CAN BE MADE INTO GIFTRUSTS OPENED ON OR AFTER AUGUST 1,
2002.

- ------
11

HOW TO MANAGE A MATURED GIFTRUST

The beneficiary will be notified before the Giftrust matures. On the maturity
date, the Giftrust shares will be transferred to a Giftrust account established
in the sole name and Social Security number of the beneficiary. The beneficiary
can choose to do business either in writing only or by telephone.

If In-Writing-Only service is established once the Giftrust matures, the
beneficiary will need to provide written instructions in order to invest,
exchange and redeem. The beneficiary must sign transaction instructions (with
signature guaranteed for redemptions in excess of $100,000). If the beneficiary
wants to add services later, he or she can complete an Investor Service Options
form. 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.

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

www.americancentury.com

EXCHANGE MATURED SHARES

Exchange shares into 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 MATURED SHARES

Not available.

- --------------------------------------------------------------------------------
BY TELEPHONE
- --------------------------------------------------------------------------------

INVESTOR RELATIONS
1-800-345-2021

AUTOMATED INFORMATION LINE
1-800-345-8765
24 hours a day, seven days a week

EXCHANGE MATURED SHARES

Call or use our Automated Information Line if we have been authorized to accept
telephone instructions.

MAKE ADDITIONAL INVESTMENTS

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

SELL MATURED SHARES

Call an Investor Relations Representative.

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

If the beneficiary requests redemptions by wire, $10 will be deducted from the
amount wired. The beneficiary's bank also may charge a fee.

EXCHANGE MATURED SHARES

Not available.

MAKE ADDITIONAL INVESTMENTS

Follow the wire instructions provided in the HOW TO INVEST IN THE GIFTRUST
FUND--BY WIRE--OPEN A GIFTRUST section.

SELL MATURED SHARES

A beneficiary can receive redemption proceeds by wire or electronic transfer.
(This service is not available if the beneficiary has chosen to do business in
writing only.)

- ------
12

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

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

Fax
816-340-7962

EXCHANGE MATURED SHARES

Send written instructions to exchange shares from the Giftrust to another
American Century fund.

MAKE ADDITIONAL INVESTMENTS

SELL MATURED SHARES

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

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

EXCHANGE MATURED SHARES

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

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 MATURED SHARES

If the beneficiary has at least $10,000 in his or her Giftrust, he or she may
sell shares automatically by establishing a Check-A-Month or Automatic
Redemption plan.

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

If the beneficiary prefers to handle transactions in person, he or she can visit
one of our Investor Centers and a representative can help.

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

- ------
13

ACCOUNT MAINTENANCE FEE

If you hold Investor Class shares of any American Century fund, or Institutional
Class shares of the American Century Diversified Bond Fund, in an American
Century account (i.e., not a financial intermediary or retirement plan account),
we may charge you a $12.50 semiannual account maintenance fee if the value of
those shares is less than $10,000. We will determine the amount of your total
eligible investments twice per year, generally the last Friday in October and
April. If the value of those investments is 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 eligible investment amount, we will include your
investments in all PERSONAL ACCOUNTS (including American Century Brokerage
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.

[graphic of triangle]

PERSONAL ACCOUNTS INCLUDE INDIVIDUAL ACCOUNTS, JOINT ACCOUNTS,
UGMA/UTMA ACCOUNTS, PERSONAL TRUSTS, COVERDELL EDUCATION SAVINGS
ACCOUNTS AND IRAS (INCLUDING TRADITIONAL, ROTH, ROLLOVER, SEP-,
SARSEP- AND SIMPLE-IRAS), BUT NO OTHER RETIREMENT ACCOUNTS. 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.

REDEMPTIONS

Giftrust shares may not be redeemed until the Giftrust matures. Your redemption
proceeds will be calculated using the NET ASSET VALUE (NAV) next determined
after we receive your transaction request in good order.

[graphic of triangle]

A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S
SHARES.

However, we reserve the right to delay delivery of redemption proceeds up to
seven days. For example, each time you make an investment in a matured Giftrust,
there is a seven-day holding period before we will release redemption proceeds
from those shares, unless you provide us with satisfactory proof that your
purchase funds have cleared. For funds with CheckWriting privileges, we will not
honor checks written against shares subject to this seven-day holding period.
Investments by wire generally require only a one-day holding period. If you
change your address, we may require that any redemption request made within 15
days be submitted in writing and be signed by all authorized signers with their
signatures guaranteed. If you change your bank information, we may impose a
15-day holding period before we will transfer or wire redemption proceeds to
your bank. In addition, we reserve the right to honor certain redemptions with
securities, rather than cash, as described in the next section.

- ------
14

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If, during any 90-day period, the beneficiary redeems matured Giftrust shares
worth more than $250,000 (or 1% of the value of the fund's assets if that amount
is less than $250,000), we reserve the right to pay part or all of the
redemption proceeds in excess of this amount in readily marketable securities
instead of in cash. The fund managers would select these securities from the
fund's portfolio. A payment in securities can help the fund's remaining
shareholders avoid tax liabilities that they might otherwise have incurred had
the fund sold securities prematurely to pay the entire redemption amount in
cash.

We will value these securities in the same manner as we do in computing the
fund's net asset value. We may provide these securities in lieu of cash without
prior notice.

Also, if payment is made in securities, the beneficiary may have to pay
brokerage or other transaction costs to convert the securities to cash.

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

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If the matured Giftrust balance falls below the minimum initial investment
amount for any reason other than as a result of market fluctuation, we will
notify the beneficiary and allow 90 days to meet the minimum. If the beneficiary
does not meet the deadline, American Century will redeem the shares in the
account and send the proceeds to the address of record.

SIGNATURE GUARANTEES

A signature guarantee--which is different from a notarized signature--is a
warranty that the signature presented is genuine. We may require a signature
guarantee for the following transactions:

* Your redemption or distribution check, Check-A-Month or automatic redemption
is made payable to someone other than the account owners

* Your redemption proceeds or distribution amount is sent by wire or EFT to a
destination other than your personal bank account

* You are transferring ownership of an account over $100,000

We reserve the right to require a signature guarantee for other transactions, at
our discretion.

MODIFYING OR CANCELING AN INVESTMENT

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

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

- ------
15

ABUSIVE TRADING PRACTICES

Currently, we may deem the sale of all or a substantial portion of a
shareholder's purchase of fund shares to be abusive if the sale is made

* within seven days of the purchase, or

* within 30 days of the purchase, if it happens more than once per year.

A NOTE ABOUT MAILINGS TO SHAREHOLDERS

To reduce the amount of mail you receive from us, we may deliver a single copy
of certain investor documents (such as shareholder reports and prospectuses) to
investors who share an address, even if accounts are registered under different
names. If you prefer to receive multiple copies of these documents individually
addressed, please call 1-800-345-2071. If you invest in American Century mutual
funds through a financial intermediary, please contact them directly. For
American Century Brokerage accounts, please call 1-800-345-2071.

RIGHT TO CHANGE POLICIES

- ------
16

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American Century determines the net asset value (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange (usually 4 p.m. Eastern
time) on each day the Exchange is open. On days when the Exchange is 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.

* a debt security has been declared in default

* trading in a security has been halted during the trading day

* the demand for the security (as reflected by its trading volume) is
insufficient for quoted prices to be reliable

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

[graphic of triangle]

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.

- ------
17

DISTRIBUTIONS

Federal tax laws require the fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received by a fund, as well as CAPITAL GAINS realized
by a fund on the sale of its investment securities. The fund generally pays
distributions from net income and capital gains, if any, once a year in
December. The fund may make more frequent distributions, if necessary, to comply
with Internal Revenue Code provisions.

[graphic of triangle]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH
AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

- ------
18

TAXES

The following is only a summary of the tax law effects of establishing a
Giftrust. The tax laws applicable to trusts in general are quite complex. You
should consider consulting your tax advisor or attorney before opening a
Giftrust. Distributions by the fund will impact the amount of taxes paid by a
Giftrust. Distributions may consist of dividend and interest income the fund
receives on its investments or capital gains it generates as a result of the
sale of its securities.

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 investment securities. Distributions of income are taxed as ordinary
income, unless they are designated as QUALIFIED DIVIDEND INCOME and you meet a
minimum required holding period with respect to your shares of a fund, in which
case distributions of income are taxed as long-term capital gains.

[graphic of triangle]

QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM
THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION,
PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING
PERIOD.

For capital gains and for income distributions designated as qualified dividend
income, the following rates apply:

The tax status of any distribution of capital gains is determined by how long
the fund held the underlying security that was sold, not by how long a Giftrust
has been in existence. No federal income tax is due from a Giftrust unless its
income exceeds approximately $100 in a year. Distributions also may be subject
to state and local taxes. The trustee files all state and federal tax returns
and pays the taxes by redeeming the appropriate number of shares from the trust.
A $10 fee is charged to a Giftrust for each year a tax return is filed. This fee
also is paid by redeeming shares from the Giftrust.

TAXES ON TRANSACTIONS

Redemptions by beneficiaries once a Giftrust has matured -- including exchanges
to other American Century funds -- are subject to capital gains tax. Based on
current tax law, which is subject to change, gains or losses would be treated as
either short-term or long-term capital gains or losses.

GIFT TAXES

Establishing a Giftrust (and making future contributions) is considered a gift
of a future interest under the federal tax code. That means the gift does not
qualify for the annual gift tax exclusion of $10,000 (indexed for inflation). If
you establish a Giftrust, you must file a United States Gift Tax Return (Form
709). For Giftrusts established before August 1, 2002, if the grantor makes
additional gifts in subsequent years, a Gift Tax Return must be filed for each
year's gift(s). No gift tax is payable until your cumulative lifetime gifts
exceed the exemption equivalent of $1 million. Each gift reduces the exemption
equivalent that would otherwise be available in the future.

- ------
19

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page itemizes what contributed to the changes in share
price during the most recently ended fiscal year. It also shows the changes in
share price for this period in comparison to changes over the last five fiscal
years.

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

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

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

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

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

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

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that
is replaced during the period

- ------
20

GIFTRUST FUND

Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- --------------------------------------------------------------------------------
2003 2002 2001 2000 1999
- --------------------------------------------------------------------------------
PER-SHARE DATA
- --------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $11.88 $14.04 $43.71 $26.80 $16.85
- --------------------------------------------------------------------------------
Income From
Investment Operations
- -----------------------------
Net Investment Loss(1) (0.07) (0.06) (0.02) (0.32) (0.14)
- -----------------------------
Net Realized and
Unrealized Gain (Loss) 2.23 (2.10) (21.07) 17.23 10.09
- --------------------------------------------------------------------------------
Total From
Investment Operations 2.16 (2.16) (21.09) 16.91 9.95
- --------------------------------------------------------------------------------
Distributions
- -----------------------------
From Net Realized Gains -- -- (8.58) -- --
- --------------------------------------------------------------------------------
Net Asset Value,
End of Period $14.04 $11.88 $14.04 $43.71 $26.80
================================================================================
TOTAL RETURN(2) 18.18% (15.38)% (56.36)% 63.10% 59.05%

RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
- -----------------------------
Ratio of Net Investment Loss
to Average Net Assets (0.55)% (0.42)% (0.11)% (0.75)% (0.66)%
- -----------------------------
Portfolio Turnover Rate 140% 140% 196% 92% 117%
- -----------------------------
Net Assets, End of Period
(in millions) $896 $756 $880 $2,086 $1,250
- --------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY.

- ------
21

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

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

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

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

ON THE INTERNET * EDGAR database at www.sec.gov
* By email request at publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING
- --------------------------------------------------------------------------------
Giftrust 025 TWGTX Gift
- --------------------------------------------------------------------------------

Investment Company Act File No. 811-0816

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

0402
SH-PRS-36476

[front cover]

Your
American Century Investments
prospectus

INVESTOR CLASS
INSTITUTIONAL CLASS

Balanced Fund
Capital Value Fund

FEBRUARY 27, 2004

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]

[inside front cover]

[american century logo and text logo]

Dear Investor,

We believe our relationship with you begins with an easy-to-read prospectus that
provides you with the information you need to make informed and confident
decisions about your investments.

You'll notice that this booklet includes information about Investor Class and
Institutional Class shares. It's important for you to be aware of which class
you own, or are considering for purchase, while reading through this prospectus.
Certain restrictions may apply to one class or another, and different classes
may have different fees, expenses or minimum investment requirements.

Investor Class and Institutional Class shares have no up-front or deferred
charges, commissions or 12b-1 fees. Investor Class shares 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 outlined
in the prospectus.

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

Sincerely,

[signature of Donna Byers]

Donna Byers
Senior Vice President
Direct Sales and Services
American Century Services Corporation

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

Table of Contents

AN OVERVIEW OF THE FUNDS................................................ 2

Balanced Fund...................................................... 2

Capital Value Fund................................................. 3

FUND PERFORMANCE HISTORY................................................ 4

Balanced Fund...................................................... 4

Capital Value Fund................................................. 6

FEES AND EXPENSES....................................................... 8

OBJECTIVES, STRATEGIES AND RISKS........................................ 9

Balanced Fund....................................................... 9

Capital Value Fund.................................................. 11

MANAGEMENT.............................................................. 13

INVESTING WITH AMERICAN CENTURY......................................... 16

SHARE PRICE AND DISTRIBUTIONS........................................... 24

TAXES................................................................... 26

MULTIPLE CLASS INFORMATION.............................................. 28

FINANCIAL HIGHLIGHTS.................................................... 29

[graphic of triangle]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT
DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE
OTHER HELPFUL INFORMATION.

AN OVERVIEW OF THE FUNDS

BALANCED FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth and current income by investing
approximately 60% of its assets in equity securities and the remainder in bonds
and other fixed-income securities.

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

For the equity portion of Balanced, the fund managers select stocks primarily
from the largest 1,500 publicly traded U.S. companies. For the fixed-income
portion of the fund, the fund managers invest in a diversified portfolio of
high-grade securities. A more detailed description of the fund's investment
strategy begins on page 9.

The fund's principal risks include

* MARKET RISK -- The value of the fund's shares will go up and down based on
the performance of the companies whose securities it owns and other factors
generally affecting the securities market.

* INTEREST RATE RISK -- When interest rates change, the value of the fund's
fixed-income securities will be affected.

* PRICE VOLATILITY -- The value of the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS -- 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.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking a fund that combines the potential for long-term capital growth with
income

* seeking the convenience of a fund that invests in both equity and
fixed-income securities

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* not seeking current income from your investment

* investing for a short period of time

* uncomfortable with volatility in the value of your investment

[graphic of triangle]

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY.

- -----
2

CAPITAL VALUE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth by investing primarily in common stocks
while attempting to minimize the impact of federal taxes on shareholder returns.

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

The fund managers use a value investment strategy that invests primarily in
stocks of medium to large companies that the fund managers believe are
undervalued at the time of purchase. In selecting stocks, the fund managers look
for companies that are temporarily out of favor in, or whose value is not yet
recognized by, the market. The fund managers also attempt to minimize taxable
distributions to fund shareholders. A more detailed description of the fund's
investment strategy begins on page 11.

The fund's principal risks include

* MARKET RISK -- The value of the fund's shares will go up and down based on
the performance of the companies whose securities it owns and other factors
generally affecting the securities market.

* PRICE VOLATILITY -- The value of the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS -- 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.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* seeking lower taxable distributions than a traditional equity fund

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

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

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

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

* seeking current income from your investment

* investing for a short period of time

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

[graphic of triangle]

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY.

- -----
3

FUND PERFORMANCE HISTORY

BALANCED FUND

Annual Total Returns

The following bar chart shows the performance of the fund's Investor Class
shares for each of the last 10 calendar years. It indicates the volatility of
the fund's 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. The returns of the Institutional Class of shares will differ from those
shown in the chart, depending on the expenses of that class.

BALANCED FUND -- INVESTOR CLASS

[bar chart data below]

- --------------------------------------------------------------------------------
2003 19.59%
2002 -9.52%
2001 -3.70%
2000 -2.66%
1999 10.10%
1998 16.29%
1997 16.93%
1996 12.54%
1995 21.37%
1994 -0.07%
- --------------------------------------------------------------------------------

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Balanced 12.31% (2Q 1997) -8.77% (3Q 2002)
- --------------------------------------------------------------------------------

Average Annual Total Returns

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

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. After-tax
returns are shown only for Investor Class shares. After-tax returns for the
Institutional Class shares will vary.

- -----
4

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

INVESTOR CLASS

(1) THE INCEPTION DATE FOR THE INVESTOR CLASS IS OCTOBER 20, 1988.

(2) THE BLENDED INDEX IS A COMBINATION OF TWO WIDELY KNOWN INDICES IN
PROPORTION TO THE APPROXIMATE ASSET MIX OF THE FUND. ACCORDINGLY, 60% OF THE
BLENDED INDEX CONSISTS OF THE PERFORMANCE OF THE S&P 500 INDEX, WHICH
REPRESENTS THE EQUITY PORTION OF THE FUND, AND 40% OF THE BLENDED INDEX
CONSISTS OF THE LEHMAN AGGREGATE BOND INDEX, WHICH REPRESENTS THE
FIXED-INCOME PORTION.

(3) SINCE OCTOBER 31, 1988, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

INSTITUTIONAL CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR LIFE OF CLASS(1)
- --------------------------------------------------------------------------------
Balanced
Return Before Taxes 19.83% 0.23%
Blended Index(2) 18.49% 0.39%(3)
(reflects no deduction for fees,
expenses or taxes)
S&P 500 Index 28.68% -5.61%(3)
(reflects no deduction for fees,
expenses or taxes)
Lehman Aggregate Bond Index 4.10% 8.82%(3)
(reflects no deduction for fees,
expenses or taxes)
- --------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR THE INSTITUTIONAL CLASS IS MAY 1, 2000.

(3) SINCE APRIL 30, 2000, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance (before and after taxes) does not predict how
a fund will perform in the future.

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

- -----
5

CAPITAL VALUE FUND

Annual Total Returns

The following bar chart shows the performance of the fund's Investor Class
shares for each full calendar year in the life of the class. It indicates the
volatility of the fund's 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. The returns of the Institutional Class of shares will
differ from those shown in the chart, depending on the expenses of that class.

CAPITAL VALUE FUND -- INVESTOR CLASS

[bar chart data below]

- --------------------------------------------------------------------------------
2003 28.21%
2002 -13.70%
2001 6.78%
2000 9.75%
- --------------------------------------------------------------------------------

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

HIGHEST LOWEST
- --------------------------------------------------------------------------------
Capital Value 17.67% (2Q 2003) -17.95% (3Q 2002)
- --------------------------------------------------------------------------------

Average Annual Total Returns

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. After-tax
returns are shown only for Investor Class shares. After-tax returns for the
Institutional Class shares will vary.

- -----
6

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

INVESTOR CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR LIFE OF CLASS (1)
- --------------------------------------------------------------------------------
Capital Value
Return Before Taxes 28.21% 6.19%
Return After Taxes on Distributions 28.01% 5.73%
Return After Taxes on Distributions
and Sale of Fund Shares 18.58% 5.05%
Russell 1000 Value Index 30.03% 3.44%
(reflects no deduction for fees,
expenses or taxes)
- --------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR THE INVESTOR CLASS IS MARCH 31, 1999.

INSTITUTIONAL CLASS

FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR LIFE OF CLASS(1)
- --------------------------------------------------------------------------------
Capital Value
Return Before Taxes 28.47% 5.18%
Russell 1000 Value Index 30.03% 5.61%(2)
(reflects no deduction for fees,
expenses or taxes)
- --------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR THE INSTITUTIONAL CLASS IS MARCH 1, 2002.

(2) SINCE FEBRUARY 28, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance (before and after taxes) does not predict how
a fund will perform in the future.

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

- -----
7

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 tables describe 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)
- --------------------------------------------------------------------------------

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

MANAGEMENT DISTRIBUTION AND OTHER TOTAL ANNUAL FUND
FEE(1) SERVICE (12B-1) FEES EXPENSES(2) OPERATING EXPENSES
- --------------------------------------------------------------------------------------------
Balanced
Investor 0.90% None 0.00% 0.90%
- --------------------------------------------------------------------------------------------
Institutional 0.70% None 0.00% 0.70%
- --------------------------------------------------------------------------------------------
Capital Value
Investor 1.10% None 0.00% 1.10%
- --------------------------------------------------------------------------------------------
Institutional 0.90% None 0.00% 0.90%
- --------------------------------------------------------------------------------------------

(1) BASED ON ASSETS OF ALL CLASSES OF A PARTICULAR FUND DURING THE FUND'S MOST
RECENT FISCAL YEAR. THE FUNDS HAVE STEPPED FEE SCHEDULES. AS A RESULT, A 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. Of
course, your actual costs may be higher or lower. 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
- -------------------------------------------------------------------------------
Balanced
Investor $92 $286 $497 $1,104
- -------------------------------------------------------------------------------
Institutional $71 $224 $389 $868
- -------------------------------------------------------------------------------
Capital Value
Investor $112 $349 $604 $1,334
- -------------------------------------------------------------------------------
Institutional $92 $286 $497 $1,104
- -------------------------------------------------------------------------------

- -----
8

OBJECTIVES, STRATEGIES AND RISKS

BALANCED FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth and current income by investing
approximately 60% of its assets in equity securities and the remainder in bonds
and other fixed-income securities.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

For the equity portion of the Balanced portfolio, the fund managers utilize
quantitative management techniques in a two-step process that draws heavily on
computer technology. In the first step, the fund managers rank stocks, primarily
the 1,500 largest publicly traded companies in the United States (measured by
the value of their stock), from most attractive to least attractive. These
rankings are determined by using a computer model that combines measures of a
stock's value, as well as measures of its growth potential. To measure value,
the managers use ratios of stock price-to-book value and stock price-to-cash
flow, among others. To measure growth, the managers use the rate of growth of a
company's earnings and changes in its earnings estimates, as well as other
factors.

In the second step, the managers use a technique called portfolio optimization.
In portfolio optimization, the managers use a computer to build a portfolio of
stocks from the ranking described above that they believe will provide the
optimal balance between risk and expected return. The goal is to create an
equity portfolio that provides better returns than the S&P 500 without taking on
significant additional risk.

The fixed-income portion of the fund's portfolio is invested primarily in a
diversified portfolio of high-grade government, corporate, asset-backed and
similar securities payable in U.S. currency. At least 80% of the fixed-income
assets will be invested in securities that, at the time of purchase, are rated
within the three highest categories by a nationally recognized statistical
rating organization. Up to 20% of the fixed-income portion may be invested in
securities rated in the fourth category, and up to 15% may be invested in
securities rated in the fifth category. Under normal market conditions, the
WEIGHTED AVERAGE MATURITY for the fixed-income portfolio will be in the three-
to 10-year range.

[graphic of triangle]

WEIGHTED AVERAGE MATURITY IS A TOOL THE FUND MANAGERS USE TO
APPROXIMATE THE REMAINING TERM TO MATURITY OF A FUND'S INVESTMENT
PORTFOLIO. GENERALLY, THE LONGER A FUND'S WEIGHTED AVERAGE
MATURITY, THE MORE SENSITIVE IT IS TO CHANGES IN INTEREST RATES.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the equity portion of the fund
essentially fully invested in stocks regardless of the movement of stock prices
generally. 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, short-term securities, nonleveraged futures
contracts and other similar securities. 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 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.

- -----
9

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The value of the fund's shares depends on the value of the stocks, bonds and
other securities it owns.

* The value of the individual equity securities the fund owns will go up and
down depending on the performance of the companies that issued them, general
market and economic conditions, and investor confidence.

* The value of the fund's fixed-income securities will be affected primarily by
rising or falling interest rates and the continued ability of the issuers of
these securities to make payments of interest and principal as they become
due.

Generally, when interest rates rise, the value of the fund's fixed-income
securities will decline. The opposite is true when interest rates decline. The
interest rate risk is higher for the fixed-income portion of the fund than for
funds that have a shorter weighted average maturity, such as money market and
short-term bond funds.

The lowest rated bonds in which the fund may invest, BBB- and BB-rated bonds,
contain some speculative characteristics. Having these bonds in the fund's
portfolio means the fund's value may go down more if interest rates or other
economic conditions change than if the fund contained only higher-rated bonds.

[graphic of triangle]

FIXED-INCOME SECURITIES ARE RATED BY NATIONALLY RECOGNIZED
SECURITIES RATING ORGANIZATIONS (SROS), SUCH AS MOODY'S AND
STANDARD & POOR'S. EACH SRO HAS ITS OWN SYSTEM FOR CLASSIFYING
SECURITIES, BUT EACH TRIES TO INDICATE A COMPANY'S ABILITY TO
MAKE TIMELY PAYMENTS OF INTEREST AND PRINCIPAL. A DETAILED
DESCRIPTION OF SROS, THEIR RATINGS SYSTEMS AND WHAT WE DO IF A
SECURITY ISN'T RATED IS INCLUDED IN THE STATEMENT OF ADDITIONAL
INFORMATION.

Because the equity portion of the fund uses quantitative management techniques
to try to achieve a total return that exceeds the total return of the S&P 500
Index, its performance will correlate to the index's performance. If the index
goes down, it is likely that the fund's performance will go down.

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.

- -----
10

CAPITAL VALUE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers seek to achieve the fund's objective by investing primarily in
common stocks. The fund managers also will attempt to minimize the impact of
federal income taxes on shareholder returns by attempting to minimize taxable
distributions to shareholders.

The fund managers use a value investment strategy to look for stocks of medium
to large companies the fund managers believe are undervalued at the time of
purchase. 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 other investors. 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.

To minimize taxable distributions, the fund managers employ the following
tax-sensitive techniques that may, from time to time, be inconsistent with the
fund's objective of long-term capital growth:

* The fund managers seek to minimize realized capital gains by keeping
portfolio turnover relatively low and generally holding portfolio investments
for longer periods.

* The fund managers seek to minimize realized capital gains when selling the
shares of a specific company by analyzing the fund's holdings of that company
to determine which shares were purchased at what price and typically selling
those shares bought at the highest price.

* The fund managers may seek to minimize realized capital gains by selling
securities to realize capital losses. Realized capital losses can offset
realized capital gains, thereby reducing capital gains distributions to the
fund's shareholders.

* The fund managers may seek to minimize taxable dividend income where
appropriate by investing in stocks with lower dividend yields.

While the fund seeks to minimize taxable distributions to shareholders, it may
realize taxable gains and earn some dividends. For example, the fund managers
may elect to sell a security, even if the sale results in a taxable gain, if
they determine that the tax impact of the sale is outweighed by other factors.
Such factors include the investment risk of holding the security or the
availability of a replacement security that has a better potential return.
Because the fund is managed to provide high after-tax returns, it may not
provide as high a pre-tax return as other funds. For more information regarding
applicable taxes, see TAXES, page 26.

- -----
11

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
debt securities, equity-equivalent securities, nonleveraged futures contracts
and options, notes, bonds and other debt securities, as discussed above. 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.

Although the fund managers expect to invest primarily in U.S. companies, there
is no limit on the amount of assets the fund can invest in foreign companies.

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.

While the fund seeks to minimize taxable distributions to shareholders, it
nonetheless may realize capital gains on the sale of investment securities and
earn dividend income. For example, the fund managers may elect to sell a
security even if it results in a taxable gain if the managers determine the tax
impact of the sale is outweighed by other factors (such as the investment risk
of the security). Federal tax laws require the fund to make distributions of
such gains and income to its shareholders on at least an annual basis.
Distributions may be taxable as ordinary income, capital gains, or a combination
of the two.

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. To the extent a
fund invests in foreign securities, the overall risk of the fund could be
affected. 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.

- -----
12

MANAGEMENT

WHO MANAGES THE FUNDS?

The Board of Directors, investment advisor and fund management teams 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

For the services it provided to the Investor Class and Institutional Class of
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. The amount of the management fee for a fund is calculated daily
and paid monthly in arrears.

- -----
13

THE FUND MANAGEMENT TEAMS

The portfolio managers on the investment teams are identified below.

Equity Portion of Balanced

JOHN SCHNIEDWIND

Mr. Schniedwind, Chief Investment Officer -- Quantitative Equity, has been a
member of the team that manages Balanced since November 1998. He joined American
Century in 1982 and also supervises other portfolio management teams. He has
degrees from Purdue University and an MBA in finance from the University of
California-Berkeley. He is a CFA charterholder.

JEFFREY R. TYLER

Mr. Tyler, Senior Vice President and Senior Portfolio Manager, has been a member
of the team that manages Balanced since November 1998. He joined American
Century as a Portfolio Manager in January 1988. He has a bachelor's degree in
business economics from the University of California-Santa Barbara and an MBA in
finance and economics from Northwestern University. He is a CFA charterholder.

WILLIAM MARTIN

Mr. Martin, Senior Vice President and Senior Portfolio Manager, has served on
the management team since May 1992. He joined American Century in 1989 and has a
degree from the University of Illinois. He is a CFA charterholder.

THOMAS P. VAIANA

Mr. Vaiana, Portfolio Manager, has been a member of the team that manages
Balanced since February 2001. He joined American Century in February 1997 as a
Credit Analyst and was promoted to Portfolio Manager in August 2000. He has a
bachelor's degree in business finance from California State University.

Fixed-Income Portion of Balanced

JEFFREY L. HOUSTON

Mr. Houston, Vice President and Senior Portfolio Manager, has been a member of
the team that manages Balanced since June 1995. He joined American Century as an
Investment Analyst in November 1990 and was promoted to Portfolio Manager in
1994. He has a bachelor of arts from the University of Delaware and an MPA from
Syracuse University. He is a CFA charterholder.

JOHN F. WALSH

Mr. Walsh, Vice President and Portfolio Manager, has been a member of the team
that manages Balanced since January 1999. He joined American Century in February
1996 as an Investment Analyst and was promoted to Portfolio Manager in September
1997. He has a bachelor's degree in marketing from Loyola Marymount University
and an MBA in finance from Creighton University.

- -----
14

Capital Value

MARK MALLON

Mr. Mallon, Chief Investment Officer and Executive Vice President, has been a
member of the team that manages Capital Value since its inception in March 1999.
He joined American Century in April 1997. Before joining American Century, he
spent 19 years at Federated Investors, most recently serving as President and
Portfolio Manager of Federated Investment Counseling. 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 Capital Value since its inception in March 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.

BRENDAN HEALY

Mr. Healy, Portfolio Manager, has been a member of the team that manages Capital
Value since he joined American Century in April 2000 and has been a Portfolio
Manager since February 2004. Before joining American Century, he spent six years
with USAA as an Equity Analyst. He has a bachelor's degree in mechanical
engineering from the University of Arizona and an MBA from the University of
Texas - Austin. He is a CFA charterholder.

Code of Ethics

FUNDAMENTAL INVESTMENT POLICIES

- -----
15

INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

CONDUCTING BUSINESS IN WRITING

A NOTE ABOUT MAILINGS TO SHAREHOLDERS

YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS

WAYS TO MANAGE YOUR ACCOUNT

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

www.americancentury.com

INVESTOR CLASS ONLY

OPEN AN ACCOUNT

EXCHANGE SHARES

Exchange shares from another American Century account.

MAKE ADDITIONAL INVESTMENTS

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

SELL SHARES*

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

*ONLINE REDEMPTIONS UP TO $25,000 PER DAY.

- -----
16

- --------------------------------------------------------------------------------
BY TELEPHONE
- --------------------------------------------------------------------------------

INVESTOR CLASS INSTITUTIONAL CLASS
Investor Relations Service Representative
1-800-345-2021 1-800-345-3533

Business, Not-For-Profit and

Employer-Sponsored Retirement
Plans
1-800-345-3533

Automated Information
Line
1-800-345-8765

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 Service Representative.

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

INVESTOR AND INSTITUTIONAL CLASS

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 OR FAX section. Give your bank the following information
to wire money.

MAKE ADDITIONAL INVESTMENTS

Follow the BY WIRE -- OPEN AN ACCOUNT instructions

SELL SHARES

You can receive redemption proceeds by wire or electronic transfer.

EXCHANGE SHARES

Not available.

- -----
17

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

INVESTOR CLASS INSTITUTIONAL CLASS
P.O. Box 419200 P.O. Box 419385
Kansas City, MO 64141-6200 Kansas City, MO 64141-6385
Fax Fax
816-340-7962 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

SELL SHARES

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

- --------------------------------------------------------------------------------
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.

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

- -----
18

MINIMUM INITIAL INVESTMENT AMOUNTS (INVESTOR CLASS)

To open an account, the minimum initial investment amounts are $2,000 for a
Coverdell Education Savings Account (CESA) and $2,500 for all other accounts.

ACCOUNT MAINTENANCE FEE

[graphic of triangle]

PERSONAL ACCOUNTS INCLUDE INDIVIDUAL ACCOUNTS, JOINT ACCOUNTS,
UGMA/UTMA ACCOUNTS, PERSONAL TRUSTS, COVERDELL EDUCATION SAVINGS
ACCOUNTS AND IRAS (INCLUDING TRADITIONAL, ROTH, ROLLOVER, SEP-,
SARSEP- AND SIMPLE-IRAS), BUT NO OTHER RETIREMENT ACCOUNTS. 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.

ELIGIBILITY FOR INSTITUTIONAL CLASS SHARES

MINIMUM INITIAL INVESTMENT AMOUNTS (INSTITUTIONAL CLASS)

- -----
19

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.

[graphic of triangle]

A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S
SHARES.

However, we reserve the right to delay delivery of redemption proceeds up to
seven days. For example, each time you make an investment with American Century,
there is a seven-day holding period before we will release redemption proceeds
from those shares, unless you provide us with satisfactory proof that your
purchase funds have cleared. For funds with CheckWriting privileges, we will not
honor checks written against shares subject to this seven-day holding period.
Investments by wire generally require only a one-day holding period. If you
change your address, we may require that any redemption request made within 15
days be submitted in writing and be signed by all authorized signers with their
signatures guaranteed. If you change your bank information, we may impose a
15-day holding period before we will transfer or wire redemption proceeds to
your bank. In addition, we reserve the right to honor certain redemptions with
securities, rather than cash, as described in the next section.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

- -----
20

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. Please note that
you may incur a tax liability as a result of the redemption. 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.

SIGNATURE GUARANTEES

A signature guarantee -- which is different from a notarized signature -- is a
warranty that the signature presented is genuine. We may require a signature
guarantee for the following transactions:

* Your redemption or distribution check, Check-A-Month or automatic redemption
is made payable to someone other than the account owners

* Your redemption proceeds or distribution amount is sent by wire or EFT to a
destination other than your personal bank account

* You are transferring ownership of an account over $100,000

We reserve the right to require a signature guarantee for other transactions,
at our discretion.

MODIFYING OR CANCELING AN INVESTMENT

ABUSIVE TRADING PRACTICES

- -----
21

Currently, we may deem the sale of all or a substantial portion of a
shareholder's purchase of fund shares to be abusive if the sale is made

* within seven days of the purchase, or

* within 30 days of the purchase, if it happens more than once per year.

- -----
22

INVESTING THROUGH FINANCIAL INTERMEDIARIES

* minimum investment requirements

* exchange policies

* fund choices

* cutoff time for investments

* trading restrictions

[graphic of triangle]

FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS,
INSURANCE COMPANIES AND INVESTMENT ADVISORS.

RIGHT TO CHANGE POLICIES

- -----
23

SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

* a debt security has been declared in default

* trading in a security has been halted during the trading day

* the demand for the security (as reflected by its trading volume) is
insufficient for quoted prices to be reliable

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

[graphic of triangle]

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.

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 a fund will not be subject to state or federal
income tax on amounts distributed. The distributions generally consist of
dividends and interest received by a fund, as well as CAPITAL GAINS realized by
a fund on the sale of its investment securities.

[graphic of triangle]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS,
SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

- -----
24

Balanced pays distributions from net income quarterly and generally pays
distributions from realized capital gains, if any, once a year in December.
Capital Value generally pays distributions from net income and capital gains, if
any, once a year in December. The funds may make more frequent distributions, if
necessary, to comply with Internal Revenue Code provisions.

- -----
25

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

Although Capital Value seeks to maximize long-term capital growth while
minimizing taxable distributions, the fund nonetheless may make distributions to
its shareholders. For example, Capital Value's managers may elect to sell a
security even if it results in a taxable gain if they determine the tax impact
is outweighed by the investment risk of the security or by the availability of
replacement securities that are a better value after considering the tax effect
of the sale.

[graphic of triangle]

QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM
THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION,
PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING
PERIOD.

For capital gains and for income distributions designated as qualified dividend
income, the following rates apply:

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.

- -----
26

Taxes on Transactions

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.

- -----
27

MULTIPLE CLASS INFORMATION

American Century offers the following classes of shares of the funds:

* Balanced -- Investor Class, Institutional Class and Advisor Class

* Capital Value -- Investor Class, Institutional Class and Advisor Class

The shares offered by this Prospectus are Investor Class and Institutional Class
shares. Investor Class and Institutional 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 class has 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 shares, call us at 1-800-345-3533. You also can contact
a sales representative or financial intermediary who offers that class of
shares.

- -----
28

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

- -----
29

BALANCED FUND

Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
- ----------------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999

PER-SHARE DATA
- ----------------------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $12.98 $14.28 $17.01 $18.95 $19.39
- ----------------------------------------------------------------------------------------------------
Income From
Investment Operations
- --------------------------------
Net Investment Income(1) 0.27 0.35 0.38 0.42 0.46
- --------------------------------
Net Realized and
Unrealized Gain (Loss) 1.77 (1.30) (2.10) 0.61 1.69
- ----------------------------------------------------------------------------------------------------
Total From
Investment Operations 2.04 (0.95) (1.72) 1.03 2.15
- ----------------------------------------------------------------------------------------------------
Distributions
- --------------------------------
From Net Investment Income (0.25) (0.35) (0.40) (0.43) (0.47)
- --------------------------------
From Net Realized Gains -- -- (0.61) (2.54) (2.12)
- ----------------------------------------------------------------------------------------------------
Total Distributions (0.25) (0.35) (1.01) (2.97) (2.59)
- ----------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $14.77 $12.98 $14.28 $17.01 $18.95
====================================================================================================
TOTAL RETURN(2) 15.92% (6.80)% (10.46)% 5.90% 12.03%

RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.90% 0.90% 0.90% 0.97% 1.00%
- --------------------------------
Ratio of Net Investment Income
to Average Net Assets 1.96% 2.46% 2.46% 2.40% 2.44%
- --------------------------------
Portfolio Turnover Rate 133% 108% 107% 85% 128%
- --------------------------------
Net Assets, End of Period
(in millions) $583 $541 $663 $835 $914
- ----------------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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.

- -----
30

CAPITAL VALUE FUND

Investor Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- ---------------------------------------------------------------------------------------------------
2003 2002 2001 2000 1999(1)
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $4.88 $5.39 $5.50 $5.18 $5.00
- ---------------------------------------------------------------------------------------------------
Income From
Investment Operations
- -------------------------------
Net Investment Income 0.08(2) 0.07(2) 0.06 0.08 0.04
- -------------------------------
Net Realized and
Unrealized Gain (Loss) 0.97 (0.52) (0.09) 0.29 0.14
- ---------------------------------------------------------------------------------------------------
Total From
Investment Operations 1.05 (0.45) (0.03) 0.37 0.18
- ---------------------------------------------------------------------------------------------------
Distributions
- -------------------------------
From Net
Investment Income (0.07) (0.06) (0.08) (0.05) --
- ---------------------------------------------------------------------------------------------------
Net Asset Value,
End of Period $5.86 $4.88 $5.39 $5.50 $5.18
===================================================================================================
TOTAL RETURN(3) 21.67% (8.49)% (0.47)% 7.23% 3.60%

RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.10% 1.10% 1.10% 1.10% 1.10%(4)
- -------------------------------
Ratio of Net Investment Income
to Average Net Assets 1.54% 1.32% 1.18% 1.56% 1.14%(4)
- -------------------------------
Portfolio Turnover Rate 22% 42% 56% 73% 41%
- -------------------------------
Net Assets, End of Period
(in thousands) $91,960 $50,425 $47,542 $39,135 $46,132
- ---------------------------------------------------------------------------------------------------

(1) MARCH 31, 1999 (INCEPTION) THROUGH OCTOBER 31, 1999.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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.

- -----
31

BALANCED FUND

Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- --------------------------------------------------------------------------------------------------
2003 2002 2001 2000(1)
PER-SHARE DATA
- --------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $12.99 $14.28 $17.01 $17.34
- --------------------------------------------------------------------------------------------------
Income From Investment Operations
- --------------------------------------------
Net Investment Income(2) 0.41 0.37 0.41 0.23
- --------------------------------------------
Net Realized and Unrealized Gain (Loss) 1.66 (1.29) (2.10) (0.34)
- --------------------------------------------------------------------------------------------------
Total From Investment Operations 2.07 (0.92) (1.69) (0.11)
- --------------------------------------------------------------------------------------------------
Distributions
- --------------------------------------------
From Net Investment Income (0.28) (0.37) (0.43) (0.22)
- --------------------------------------------
From Net Realized Gains -- -- (0.61) --
- --------------------------------------------------------------------------------------------------
Total Distributions (0.28) (0.37) (1.04) (0.22)
- --------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $14.78 $12.99 $14.28 $17.01
==================================================================================================
TOTAL RETURN(3) 16.13% (6.54)% (10.27)% (0.63)%

RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.70% 0.70% 0.70% 0.75%(4)
- --------------------------------------------
Ratio of Net Investment Income
to Average Net Assets 2.16% 2.66% 2.66% 2.66%(4)
- --------------------------------------------
Portfolio Turnover Rate 133% 108% 107% 85%(5)
- --------------------------------------------
Net Assets, End of Period
(in thousands) $155 $16,245 $20,474 $23,214
- --------------------------------------------------------------------------------------------------

(1) MAY 1, 2000 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2000.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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 OCTOBER 31, 2000.

- -----
32

CAPITAL VALUE FUND

Institutional Class

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)
- -------------------------------------------------------------------------------
2003 2002(1)
PER-SHARE DATA
- -------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $4.88 $5.87
- -------------------------------------------------------------------------------
Income From Investment Operations
- ---------------------------------------------------------
Net Investment Income(2) 0.09 0.06
- ---------------------------------------------------------
Net Realized and Unrealized Gain (Loss) 0.97 (1.05)
- -------------------------------------------------------------------------------
Total From Investment Operations 1.06 (0.99)
- -------------------------------------------------------------------------------
Distributions
- ---------------------------------------------------------
From Net Investment Income (0.07) --
- -------------------------------------------------------------------------------
Net Asset Value, End of Period $5.87 $4.88
===============================================================================
TOTAL RETURN(3) 22.07% (16.87)%

RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 0.90% 0.90%(4)
- ---------------------------------------------------------
Ratio of Net Investment Income to Average Net Assets 1.74% 1.56%(4)
- ---------------------------------------------------------
Portfolio Turnover Rate 22% 42%(5)
- ---------------------------------------------------------
Net Assets, End of Period (in thousands) $11,244 $3,779
- -------------------------------------------------------------------------------

(1) MARCH 1, 2002 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME 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 OCTOBER 31, 2002.

- -----
33

[back cover]

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

This Prospectus shall not constitute an offer to sell securities of a fund in
any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or
qualification is not required, or under any circumstances in which such offer
or solicitation would be unlawful.

FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING
- --------------------------------------------------------------------------------
Balanced Fund
Investor Class 031 TWBIX Balanced
- --------------------------------------------------------------------------------
Institutional Class 331 ABINX Balanced
- --------------------------------------------------------------------------------
Capital Value Fund
Investor Class 103 ACTIX CapVal
- --------------------------------------------------------------------------------
Institutional Class 403 ACPIX CapVal
- --------------------------------------------------------------------------------

Investment Company Act File No. 811-0816

AMERICAN CENTURY INVESTMENTS www.americancentury.com

Investor Class Institutional Class
P.O. Box 419200 P.O. Box 419385
Kansas City, Missouri 64141-6200 Kansas City, Missouri 64141-6385
1-800-345-2021 or 816-531-5575 1-800-345-3533 or 816-531-5575

0402
SH-PRS-36478

[front cover]

Your
American Century Investments
prospectus

ADVISOR CLASS

Balanced Fund
Capital Value Fund

FEBRUARY 27, 2004

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]

[inside front cover]

[american century logo and text logo]

Dear Investor:

We believe our relationship with you begins with an easy to read prospectus that
provides you with the information you need to feel confident about your
investment decisions.

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

Sincerely,

[signature of Brian Jeter]