SEMIANNUAL CERTIFIED SHAREHOLDER REPORT

N-CSRS 1 n-csrs.htm SEMIANNUAL CERTIFIED SHAREHOLDER REPORT SEMIANNUAL CERTIFIED SHAREHOLDER REPORT


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number                811-07820
                                   ---------------------------------------------


                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



                  4500 MAIN STREET, KANSAS CITY, MISSOURI 64111
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)



      CHARLES A. ETHERINGTON, 4500 MAIN STREET, KANSAS CITY, MISSOURI 64111
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


Registrant's telephone number, including area code:       816-531-5575
                                                    ----------------------------

Date of fiscal year end:          03-31
                          ------------------------------------------------------

Date of reporting period:         09-30-2008
                          ------------------------------------------------------










ITEM 1.  REPORTS TO STOCKHOLDERS.




[front cover]

SEMIANNUAL REPORT
SEPTEMBER 30, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

MID CAP VALUE FUND
SMALL CAP VALUE FUND




PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
September 30, 2008. It was a time of enormous upheaval and change. We
understand and appreciate the challenges you have faced during this historic
period, and share your concerns about the economy, the markets, and fund
holdings. To help address these issues, I'd like to provide my perspective on
how we have managed--and continue to manage--your investments in these
uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective . . . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns. . . . . . . . . . . . . . . . . . . . . .      2

MID CAP VALUE

     Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . .      6
      Types of Investments in Portfolio . . . . . . . . . . . . . . . . .      6

SMALL CAP VALUE

     Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7
     Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . .      9
      Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . .      9
      Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . .     10
      Types of Investments in Portfolio . . . . . . . . . . . . . . . . .     10

     Shareholder Fee Examples . . . . . . . . . . . . . . . . . . . . . .     11

FINANCIAL STATEMENTS

     Schedule of Investments. . . . . . . . . . . . . . . . . . . . . . .     13
     Statement of Assets and Liabilities. . . . . . . . . . . . . . . . .     22
     Statement of Operations. . . . . . . . . . . . . . . . . . . . . . .     24
     Statement of Changes in Net Assets . . . . . . . . . . . . . . . . .     25
     Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .     26
     Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . .     33

OTHER INFORMATION

     Approval of Management Agreements for Mid Cap Value
     and Small Cap Value. . . . . . . . . . . . . . . . . . . . . . . . .     40
     Additional Information . . . . . . . . . . . . . . . . . . . . . . .     45
     Index Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .     46

The opinions expressed in the Market Perspective and each of the Portfolio
Commentaries reflect those of the portfolio management team as of the date of
the report, and do not necessarily represent the opinions of American Century
Investments or any other person in the American Century Investments
organization. Any such opinions are subject to change at any time based upon
market or other conditions and American Century Investments disclaims any
responsibility to update such opinions. These opinions may not be relied upon
as investment advice and, because investment decisions made by American
Century Investments funds are based on numerous factors, may not be relied
upon as an indication of trading intent on behalf of any American Century
Investments fund. Security examples are used for representational purposes
only and are not intended as recommendations to purchase or sell securities.
Performance information for comparative indices and securities is provided to
American Century Investments by third party vendors. To the best of American
Century Investments' knowledge, such information is accurate at the time of
printing.




MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Phil Davidson, Chief Investment Officer, U.S. Value Equity

FINANCIAL SYSTEM SHAKEN

A series of startling events put downward pressure on the U.S. equity market
during the six months ended September 30, 2008. The U.S. financial system
remained mired in unprecedented credit-market turmoil, which intensified
throughout the six-month period. The credit and liquidity stress reached
critical mass in September, when the federal government's takeover of mortgage
lenders Fannie Mae and Freddie Mac, and its rescue of insurer AIG were
followed by the bankruptcy of Lehman Brothers and Bank of America's
acquisition of troubled Merrill Lynch. A number of other major financial firms
faced similar circumstances.

Few investors anticipated the scope of the credit crunch, which has blossomed
into a full-blown financial crisis. The adverse effects are being felt on a
global scale--the U.S. economy is likely already facing a recession as job
losses mount and consumer spending withers, and the malaise is quickly
spreading throughout the rest of the world's economies. The U.S. government
and the Federal Reserve have taken extraordinary steps to provide support for
the flagging financial system, and other governments and central banks are
expected to follow suit.

In the stock market, volatility reached extreme levels on a day-to-day basis
as investors lost confidence in the financial system and the ability of the
government to remedy the situation. As a result, the major stock indexes
slumped for the six-month period (see the accompanying table).

VALUE OUTPERFORMED

In this challenging environment, value stocks generally held up better than
growth-oriented issues. Against a persistent backdrop of market uncertainty
and heightened volatility, companies with attractive valuation characteristics
became beacons for risk-averse investors. However, security selection took on
greater importance as the market became rife with "value traps"--stocks that
are inexpensive for good reason.

Our value funds stand to benefit from an increased emphasis on selectivity,
thanks to our risk-conscious focus on robust balance sheets, competitive
strength, cash flows, and earnings power. We believe these characteristics are
indicative of higher-quality companies that will successfully weather the
current financial storm.

U.S. Stock Index Returns
For the six months ended September 30, 2008*

RUSSELL 1000 INDEX (LARGE-CAP)           -11.06%
Russell 1000 Value Index                 -11.10%
Russell 1000 Growth Index                -11.23%

RUSSELL MIDCAP INDEX                     -10.58%
Russell Midcap Value Index                -7.46%
Russell Midcap Growth Index              -13.93%

RUSSELL 2000 INDEX (SMALL-CAP)            -0.54%
Russell 2000 Value Index                   1.24%
Russell 2000 Growth Index                 -2.83%

* Total returns for periods less than one year are not annualized.


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2


PERFORMANCE
Mid Cap Value

Total Returns as of September 30, 2008
                                           Average Annual Returns
                                                    Since           Inception
                   6 months(1)    1 Year          Inception            Date

INVESTOR CLASS        -1.39%     -14.36%            7.97%            3/31/04

RUSSELL MIDCAP
VALUE INDEX(2)        -7.46%     -20.50%            6.46%               --

Institutional
Class                 -1.30%     -14.19%            8.62%             8/2/04

Advisor Class         -1.52%     -14.58%            5.90%            1/13/05

R Class               -1.55%     -14.79%            2.89%            7/29/05

(1) Total returns for periods less than one year are not annualized.

(2) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.


Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.


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3


Mid Cap Value

Growth of $10,000 Over Life of Class

$10,000 investment made March 31, 2004

One-Year Returns Over Life of Class
Periods ended September 30
                                2004*    2005    2006     2007      2008

Investor Class                  2.80%   20.48%  15.22%   15.59%   -14.36%

Russell Midcap Value Index      3.50%   26.13%  12.28%   13.75%   -20.50%

* From 3/31/04, the Investor Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.


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4


PORTFOLIO COMMENTARY
Mid Cap Value

Portfolio Managers: Kevin Toney, Michael Liss, and Phil Davidson

PERFORMANCE SUMMARY

Mid Cap Value returned -1.39%* for the six months ended September 30, 2008. By
comparison, the median return for Morningstar's Mid Cap Value category (whose
performance, like Mid Cap Value's, reflects fund operating expenses) was
-9.48%.** The fund's benchmark, the Russell Midcap Value Index, returned
-7.46%. Its returns do not include operating expenses.

The volatile market environment described in the Market Perspective on page 2
hampered Mid Cap Value's absolute performance. However, on a relative basis,
the portfolio significantly outpaced the performance of its benchmark, the
Russell Midcap Value Index. Mid Cap Value outperformed because of effective
security selection and our continued emphasis on less-risky businesses with
sound balance sheets. The portfolio benefited most from its position in the
utilities, consumer staples, and materials sectors. Its mix of energy stocks
hindered relative performance. The portfolio's complement of international
holdings also restrained performance.

Since its inception on March 31, 2004, Mid Cap Value has produced an average
annual return of 7.97%, topping the returns for that period for Morningstar's
Mid Cap Value category median** and the Russell Midcap Value Index (see the
performance information on pages 3-4).

ALLOCATION TO UTILITIES WAS A PLUS

Mid Cap Value's position in utilities was the largest contributor to relative
performance. Because of valuations and higher-risk business models, we did not
hold any independent power producers, which declined 57% in the benchmark.
Investors appear to have connected these companies to both the credit crisis
and the sharp drop in energy prices in the closing months of the period.

Security selection, particularly among electric utilities, also boosted
results. A significant holding was Empire District Electric, which principally
provides electricity to customers in southwestern Missouri. By obtaining
regulatory approval to pass through most of its fuel and power costs to
ratepayers, Empire limited its exposure to rising commodity prices.

Top Ten Holdings as of September 30, 2008
                                        % of         % of
                                     net assets   net assets
                                        as of        as of
                                       9/30/08      3/31/08
iShares Russell Midcap
Value Index Fund                        4.0%          --
Kimberly-Clark Corp.                    3.4%         2.9%
People's United Financial, Inc.         2.8%         1.5%
Equitable Resources Inc.                2.2%         1.2%
ConAgra Foods, Inc.                     2.0%         1.3%
Marsh & McLennan Cos., Inc.             2.0%         1.4%
Bemis Co., Inc.                         1.9%         3.4%
Chubb Corp.                             1.8%         0.6%
Beckman Coulter, Inc.                   1.7%         1.7%
Allstate Corp.                          1.7%         1.4%

 * All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

** The one-year and since inception average returns as of September 30, 2008,
for Morningstar's Mid Cap Value category were -21.47% and 4.10%, respectively.
©2008 Morningstar, Inc. All Rights Reserved. The information contained
herein: (1) is proprietary to Morningstar and/or its content providers: (2)
may not be copied or distributed: and (3) is not warranted to be accurate,
complete or timely. Neither Morningstar nor its content providers are
responsible for any damages or losses arising from any use of this information.


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5


Mid Cap Value

CONSUMER STAPLES ADDED VALUE

The portfolio's mix of consumer staples companies--particularly its food and
household products holdings--added positively to performance against the
benchmark. A top contributor was personal-care and paper-product manufacturer,
Kimberly-Clark Corp., which benefited from cost cutting and price increases.
We believe the company's margins could improve if the cost of energy,
oil-based materials, and product distribution continue to decline.

The consumer staples sector was also the source of an international detractor,
Maple Leaf Foods. A leading food processor headquartered in Toronto, Canada,
Maple Leaf experienced a setback when many of its products were linked to a
harmful strain of listeria, a food-borne bacteria.

MATERIALS CONTRIBUTED

In materials, an overweight position and security selection added to results.
A top performer was Bemis Co., one of the portfolio's top holdings. Bemis, a
major producer of flexible packaging, primarily for the food industry,
reported improved sales volume and should benefit from lower resin input
costs. Another notable contributor was Rohm and Haas, a specialty chemical
company. Its stock rose on the news that it would be acquired at a substantial
premium by Dow Chemical.

ENERGY POSITION HAMPERED RESULTS

The portfolio's complement of energy stocks slowed relative performance. The
sector also provided a significant detractor, Equitable Resources, which is an
integrated energy company engaged in Appalachian-region natural gas
activities, including production, gathering and processing, distribution,
transmission, storage, and marketing. Despite its strong resource base,
Equitable's prospects dimmed as natural gas prices fell and its access to
capital was restricted by tight credit conditions, which may hinder its
ability to execute its growth plans.

OUTLOOK

We continue to follow our disciplined, bottom-up process, selecting companies
one at a time for the portfolio. We see opportunities in consumer staples,
utilities, materials, and industrials stocks, reflected by overweight
positions in these sectors, relative to the benchmark. Our fundamental
analysis and valuation work are also directing us toward smaller relative
weightings in financials, consumer discretionary, and energy stocks.

PORTFOLIO MANAGER SCOTT MOORE HAS LEFT AMERICAN CENTURY INVESTMENTS TO PURSUE
ANOTHER CAREER OPPORTUNITY. PORTFOLIO MANAGER KEVIN TONEY HAS JOINED THE MID
CAP VALUE MANAGEMENT TEAM. MR. TONEY, A PORTFOLIO MANAGER ON THE EQUITY INCOME
AND VALUE PORTFOLIOS, PREVIOUSLY SERVED AS A SENIOR INVESTMENT ANALYST FOR MID
CAP VALUE SINCE ITS INCEPTION.

Top Five Industries as of September 30, 2008
                                       % of          % of
                                    net assets    net assets
                                      as of          as of
                                     9/30/08        3/31/08
Insurance                              8.6%          6.2%
Electric Utilities                     6.8%          5.8%
Multi-Utilities                        4.9%          3.4%
Oil, Gas & Consumable Fuels            4.6%          2.0%
Food Products                          4.6%          9.2%

Types of Investments in Portfolio
                                       % of          % of
                                    net assets    net assets
                                      as of          as of
                                     9/30/08        3/31/08
Common Stocks                         98.6%          96.6%
Temporary
Cash Investments                       1.4%          1.5%
Other Assets
and Liabilities(1)                    --(2)          1.9%

(1) Includes securities lending collateral and other assets and liabilities.

(2) Category is less than 0.05% of total net assets.


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6


PERFORMANCE
Small Cap Value

Total Returns as of September 30, 2008
                                         Average Annual Returns
                       6          1        5       10       Since     Inception
                   months(1)     year    years    years   Inception     Date

INVESTOR
CLASS                -0.92%    -13.57%   9.32%   13.00%     11.63%     7/31/98

RUSSELL 2000
VALUE INDEX(2)       1.24%     -12.25%   9.45%   10.14%     8.72%        --

Institutional
Class                -0.78%    -13.36%   9.55%     --       12.55%    10/26/98

Advisor
Class                -1.10%    -13.82%   9.05%     --       13.06%    12/31/99

(1) Total returns for periods less than one year are not annualized.

(2) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. The fund's
performance may be affected by investments in initial public offerings.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.


------
7


Small Cap Value

Growth of $10,000 Over 10 Years

$10,000 investment made September 30, 1998

One-Year Returns Over 10 Years
Periods ended September 30
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Investor
Class 13.25% 21.76% 27.06% -1.21% 25.63% 24.21% 20.19% 8.94% 11.13% -13.57%

Russell
2000
Value
Index 5.83% 15.36% 5.61% -1.47% 31.66% 25.66% 17.75% 14.01% 6.09% -12.25%

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. Historically, small company stocks have been more
volatile than the stocks of larger, more established companies. The fund's
performance may be affected by investments in initial public offerings.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.

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8

PORTFOLIO COMMENTARY
Small Cap Value

Portfolio Managers: Ben Giele and James Pitman

PERFORMANCE SUMMARY

Small Cap Value returned -0.92%* for the six months ended September 30, 2008.
By comparison, its benchmark, the Russell 2000 Value Index, returned 1.24%.
The portfolio's returns reflect operating expenses while the index's returns
do not. The Lipper Small-Cap Value Funds Index, which includes operating
expenses, returned -4.07%.**

The volatile market environment described in the Market Perspective on page 2
hampered Small Company Value's performance on both an absolute and relative
basis. U.S. equity indices were almost universally down for the six months.
Nevertheless, we continued our emphasis on less-risky businesses with sound
balance sheets. Investments in the energy and financials sector slowed
relative progress. The portfolio's small complement of international holdings
also restrained performance. Contributing the most were holdings among health
care and information technology stocks.

Since Small Cap Value's inception on July 31, 1998, the portfolio has produced
an average annual return of 11.63%, outpacing the benchmark's return of 8.72%
and the 8.38% return of the Lipper Small-Cap Value Funds Index for the same
period (see performance information on pages 7-8).

ENERGY HAMPERED PROGRESS

The portfolio's overweight in the energy sector was a drag on results. As
energy prices declined during the third quarter, many of these names
underperformed. The energy equipment and services industry provided two
significant detractors: Global Industries Ltd., an offshore construction
company that builds pipelines and drilling platforms around the world; and
North American Energy Partners, based in Edmonton, Canada--a leading resource
provider to major oil and natural gas companies, with a primary focus on the
Canadian oil sands.

Global Industries reported a second-quarter loss after bad weather and
scheduling problems interrupted normal business operations. North American
Energy's margins were pressured during the period by production challenges on
a single mining project, as well as an intensifying level of competition in
the western Canadian oil sands region.

Top Ten Holdings as of September 30, 2008
% of % of
net assets net assets
as of as of
9/30/08 3/31/08
HCC Insurance Holdings, Inc. 2.9% 2.4%
Aspen Insurance Holdings Ltd.,
5.625%, 12/31/49 (Conv. Pref.) 2.2% 1.8%
Sybase, Inc. 1.5% 2.1%
Global Industries Ltd. 1.5% 0.4%
Parametric Technology Corp. 1.5% 2.5%
Great Plains Energy Inc. 1.4% 0.8%
Bemis Co., Inc. 1.3% 1.3%
DHT Maritime, Inc.(1) 1.2% 0.9%
Ares Capital Corp. 1.2% 0.7%
Federated Investors Inc. Cl B 1.2% --

(1) Formally Double Hull Tankers Inc.

* All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

** The Lipper Small-Cap Value Funds Index returned -16.35%, 8.65% and 10.15%
for the one-, five-and ten-year periods ended September 30, 2008, respectively.

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9

Small Cap Value

FINANCIALS DETRACTED

Small Cap Value's position in the financials sector slowed relative
performance. The portfolio was underweight commercial banks, which was one of
the top-performing industries in the benchmark. One of our holdings, MCG
Capital Corp. (MCG), was a key detractor. MCG, which provides capital to
finance activities such as acquisitions, recapitalizations, and buyouts,
declined on fears of credit losses, the need for additional capital, and the
company's announcement that it would pay no dividend in 2008.

HEALTH CARE ENHANCED RESULTS

Small Cap Value's position in the health care sector was the largest positive
contributor to relative performance. Our mix of pharmaceutical names was
particularly advantageous. A notable contributor was Sciele Pharma, an
Atlanta-based pharmaceutical company. Sciele's stock price rose on news that
the firm would be acquired at a significant premium by Japan's Shionogi & Co.,
which is seeking to expand its U.S. presence.

INFORMATION TECHNOLOGY CONTRIBUTED

Our mix of information technology names boosted the portfolio's results versus
the benchmark. A top contributor was Parametric Technology, a leader in
mechanical design automation. The company benefited from increased demand for
its software in Asia, a broader suite of products, and acquisitions that could
help it improve operating performance. In addition, Parametric is reportedly
approaching bidders in an attempt to sell itself.

OUTLOOK

We continue to be bottom-up investment managers, evaluating each company
individually and building the portfolio one stock at a time. In our search for
companies that are undervalued, we will structure exposure to market segments
based on the attractiveness of individual companies. The portfolio is broadly
diversified, with larger positions than the benchmark in energy, information
technology, and health care. Our fundamental analysis and valuation work is
also directing us toward a smaller relative weighting in financials stocks.

Top Five Industries as of September 30, 2008
% of % of
net assets net assets
as of as of
9/30/08 3/31/08
Insurance 10.1% 8.6%
Commercial Banks 5.5% 6.0%
Software 5.5% 5.9%
Capital Markets 5.4% 4.3%
Energy Equipment & Services 4.0% 3.3%

Types of Investments in Portfolio
% of % of
net assets net assets
as of as of
9/30/08 3/31/08
Common Stocks & Rights 92.8% 92.2%
Convertible
Preferred Stocks 3.0% 2.8%
Preferred Stocks 1.2% 1.0%

TOTAL EQUITY EXPOSURE 97.0% 96.0%

Temporary
Cash Investments 3.1% 3.9%
Other Assets
and Liabilities(1) (0.1)% 0.1%

(1) Includes securities lending collateral and other assets and liabilities.

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10

SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from April 1, 2008 to September 30, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
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), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.

------
11

Expenses Paid
Beginning Ending During Period*
Account Account Value 4/1/08 - Annualized
Value 4/1/08 9/30/08 9/30/08 Expense Ratio*
Mid Cap Value

ACTUAL

Investor Class $1,000 $986.10 $4.98 1.00%

Institutional
Class $1,000 $987.00 $3.98 0.80%

Advisor Class $1,000 $984.80 $6.22 1.25%

R Class $1,000 $984.50 $7.46 1.50%

HYPOTHETICAL

Investor Class $1,000 $1,020.05 $5.06 1.00%

Institutional
Class $1,000 $1,021.06 $4.05 0.80%

Advisor Class $1,000 $1,018.80 $6.33 1.25%

R Class $1,000 $1,017.55 $7.59 1.50%

Small Cap Value

ACTUAL

Investor Class $1,000 $990.80 $6.24 1.25%

Institutional
Class $1,000 $992.20 $5.24 1.05%

Advisor Class $1,000 $989.00 $7.48 1.50%

HYPOTHETICAL

Investor Class $1,000 $1,018.80 $6.33 1.25%

Institutional
Class $1,000 $1,019.80 $5.32 1.05%

Advisor Class $1,000 $1,017.55 $7.59 1.50%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 183, the number of days in the most recent fiscal half-year,
divided by 365, to reflect the one-half year period.

------
12

SCHEDULE OF INVESTMENTS
Mid Cap Value

SEPTEMBER 30, 2008 (UNAUDITED)

Shares Value

Common Stocks -- 98.6%

AEROSPACE & DEFENSE -- 0.4%
23,000 Northrop Grumman Corp. $1,392,422
------------
AIRLINES -- 0.3%
71,603 Southwest Airlines Co. 1,038,960
------------
AUTO COMPONENTS -- 1.0%
91,032 Autoliv, Inc. 3,072,330
------------
AUTOMOBILES -- 1.0%
50,500 Bayerische Motoren Werke AG ORD 1,970,063
83,559 Winnebago Industries, Inc. 1,079,582
------------
3,049,645
------------
BEVERAGES -- 1.8%
220,600 Coca-Cola Enterprises Inc. 3,699,462
66,400 Pepsi Bottling Group Inc. 1,936,888
------------
5,636,350
------------
BUILDING PRODUCTS -- 0.2%
42,548 Masco Corp. 763,311
------------
CAPITAL MARKETS -- 3.4%
133,600 AllianceBernstein Holding L.P. 4,944,536
80,200 Ameriprise Financial Inc. 3,063,640
63,600 Legg Mason, Inc. 2,420,616
------------
10,428,792
------------
CHEMICALS -- 3.4%
45,700 Ecolab Inc. 2,217,364
102,839 International Flavors & Fragrances Inc. 4,058,027
18,201 Minerals Technologies Inc. 1,080,411
46,000 Rohm & Haas Co. 3,220,000
------------
10,575,802
------------
COMMERCIAL BANKS -- 3.7%
122,000 Associated Banc-Corp 2,433,900
41,000 BancorpSouth Inc. 1,153,330
72,320 Commerce Bancshares, Inc. 3,355,648
100,016 Marshall & Ilsley Corp. 2,015,322
17,506 SunTrust Banks, Inc. 787,595
44,300 Synovus Financial Corp. 458,505
38,900 United Bankshares, Inc. 1,361,500
------------
11,565,800
------------
COMMERCIAL SERVICES & SUPPLIES -- 4.4%
91,900 Avery Dennison Corp. 4,087,712
90,960 HNI Corp. 2,304,926
72,459 Pitney Bowes, Inc. 2,409,986
68,398 Republic Services, Inc. 2,050,572
88,044 Waste Management, Inc. 2,772,506
------------
13,625,702
------------

Shares Value

COMMUNICATIONS EQUIPMENT -- 0.6%
176,700 Emulex Corp.(1) $1,885,389
------------
COMPUTERS & PERIPHERALS -- 1.2%
109,851 Diebold, Inc. 3,637,167
------------
CONTAINERS & PACKAGING -- 2.6%
229,284 Bemis Co., Inc. 5,988,898
79,100 Pactiv Corp.(1) 1,964,053
------------
7,952,951
------------
DISTRIBUTORS -- 1.1%
83,094 Genuine Parts Co. 3,341,210
------------
DIVERSIFIED -- 4.2%
316,000 iShares Russell Midcap Value Index Fund 12,393,520
10,520 iShares S&P MidCap 400 Index Fund 761,227
------------
13,154,747
------------
DIVERSIFIED FINANCIAL SERVICES -- 0.7%
67,300 McGraw-Hill Companies, Inc. (The) 2,127,353
------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 1.2%
37,500 CenturyTel Inc. 1,374,375
30,000 Embarq Corp. 1,216,500
87,800 Frontier Communications Corp. 1,009,700
------------
3,600,575
------------
ELECTRIC UTILITIES -- 6.8%
191,882 Empire District Electric Co. 4,096,681
161,283 IDACORP, Inc. 4,691,722
214,209 Portland General Electric Co. 5,068,185
232,000 Sierra Pacific Resources 2,222,560
218,941 Westar Energy Inc. 5,044,401
------------
21,123,549
------------
ELECTRICAL EQUIPMENT -- 1.4%
120,700 Hubbell Inc. Cl B 4,230,535
------------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS -- 3.3%
50,800 AVX Corp. 517,652
35,591 Littelfuse, Inc.(1) 1,058,120
196,384 Molex Inc. 4,408,821
108,589 Tyco Electronics Ltd. 3,003,572
174,800 Vishay Intertechnology, Inc.(1) 1,157,176
------------
10,145,341
------------
FOOD PRODUCTS -- 4.6%
32,100 Campbell Soup Co. 1,239,060
312,390 ConAgra Foods, Inc. 6,079,109
49,177 Hershey Co. (The) 1,944,459

------
13

Mid Cap Value
Shares Value

21,200 Hormel Foods Corp. $ 769,136
29,900 Kellogg Co. 1,677,390
202,020 Maple Leaf Foods Inc. ORD 1,622,765
84,577 Tyson Foods, Inc. Cl A 1,009,849
------------
14,341,768
------------
GAS UTILITIES -- 2.2%
66,200 AGL Resources Inc. 2,077,356
79,403 Southwest Gas Corp. 2,402,735
68,215 WGL Holdings Inc. 2,213,577
------------
6,693,668
------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 3.5%
76,612 Beckman Coulter, Inc. 5,438,686
89,800 Boston Scientific Corp.(1) 1,101,846
21,200 Hospira Inc.(1) 809,840
69,041 Symmetry Medical Inc.(1) 1,281,401
32,600 Zimmer Holdings Inc.(1) 2,104,656
------------
10,736,429
------------
HEALTH CARE PROVIDERS & SERVICES -- 1.0%
41,400 LifePoint Hospitals Inc.(1) 1,330,596
31,000 Patterson Companies, Inc.(1) 942,710
13,637 Universal Health Services, Inc. Cl B 764,081
------------
3,037,387
------------
HEALTH CARE TECHNOLOGY -- 0.5%
89,200 IMS Health Inc. 1,686,772
------------
HOTELS, RESTAURANTS & LEISURE -- 3.0%
125,733 International Speedway Corp. Cl A 4,892,271
230,371 Speedway Motorsports Inc. 4,487,627
------------
9,379,898
------------
HOUSEHOLD DURABLES -- 0.7%
26,600 Whirlpool Corp. 2,109,114
------------
HOUSEHOLD PRODUCTS -- 4.2%
38,300 Clorox Co. 2,401,027
164,523 Kimberly-Clark Corp. 10,667,671
------------
13,068,698
------------
INSURANCE -- 8.6%
116,004 Allstate Corp. 5,350,104
103,800 Chubb Corp. 5,698,620
94,078 Gallagher (Arthur J.) & Co. 2,414,041
18,881 Hartford Financial Services Group Inc. (The) 773,932
60,600 HCC Insurance Holdings, Inc. 1,636,200
194,250 Horace Mann Educators Corp. 2,499,998
54,600 Lincoln National Corp. 2,337,426
191,217 Marsh & McLennan Cos., Inc. 6,073,052
------------
26,783,373
------------

Shares Value

IT SERVICES -- 0.4%
26,100 Automatic Data Processing, Inc. $1,115,775
------------
LEISURE EQUIPMENT & PRODUCTS -- 0.3%
50,736 RC2 Corp.(1) 1,014,720
------------
MACHINERY -- 2.0%
200,785 Altra Holdings Inc.(1) 2,963,587
42,100 Dover Corp. 1,707,155
36,800 Kaydon Corp. 1,658,208
------------
6,328,950
------------
METALS & MINING -- 0.8%
59,500 Alcoa Inc. 1,343,510
32,300 Newmont Mining Corp. 1,251,948
------------
2,595,458
------------
MULTILINE RETAIL -- 0.2%
28,700 Family Dollar Stores, Inc. 680,190
------------
MULTI-UTILITIES -- 4.9%
70,400 Ameren Corp. 2,747,712
49,000 Consolidated Edison, Inc. 2,105,040
75,037 Puget Energy, Inc. 2,003,488
96,400 Wisconsin Energy Corp. 4,328,360
197,959 Xcel Energy Inc. 3,957,200
------------
15,141,800
------------
OIL, GAS & CONSUMABLE FUELS -- 4.6%
37,251 Apache Corp. 3,884,534
190,052 Equitable Resources Inc. 6,973,008
14,600 Murphy Oil Corp. 936,444
30,500 Noble Energy Inc. 1,695,495
66,100 Talisman Energy Inc. 939,942
------------
14,429,423
------------
PAPER & FOREST PRODUCTS -- 2.0%
47,900 International Paper Co. 1,254,022
96,285 MeadWestvaco Corp. 2,244,403
46,136 Weyerhaeuser Co. 2,794,919
------------
6,293,344
------------
PHARMACEUTICALS -- 1.4%
115,600 Bristol-Myers Squibb Co. 2,410,260
65,869 Watson Pharmaceuticals, Inc.(1) 1,877,267
------------
4,287,527
------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 3.4%
23,000 Boston Properties Inc. 2,154,180
95,900 Host Hotels & Resorts Inc. 1,274,511
43,600 ProLogis 1,799,372
16,400 Public Storage, Inc. 1,623,764
78,365 Rayonier, Inc. 3,710,583
------------
10,562,410
------------

------
14

Mid Cap Value
Shares Value

ROAD & RAIL -- 0.3%
56,700 Heartland Express, Inc. $ 879,984
------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.5%
84,900 Applied Materials, Inc. 1,284,537
76,000 KLA-Tencor Corp. 2,405,400
142,200 Teradyne, Inc.(1) 1,110,582
------------
4,800,519
------------
SOFTWARE -- 0.6%
95,958 Synopsys, Inc.(1) 1,914,362
------------
SPECIALTY RETAIL -- 0.8%
78,697 Lowe's Companies, Inc. 1,864,332
12,200 Sherwin-Williams Co. (The) 697,352
------------
2,561,684
------------
THRIFTS & MORTGAGE FINANCE -- 3.7%
450,689 People's United Financial, Inc. 8,675,763
151,000 Washington Federal, Inc. 2,785,950
------------
11,461,713
------------
TRADING COMPANIES & DISTRIBUTORS -- 0.3%
60,200 Interline Brands Inc.(1) 975,842
------------
WATER UTILITIES -- 0.4%
60,524 American Water Works Co., Inc. 1,301,266
------------
TOTAL COMMON STOCKS
(Cost $318,521,004) 306,530,005
------------

Principal Amount Value

Temporary Cash Investments -- 1.4%

$4,500,000 FHLB Discount Notes, 0.10%, 10/1/08(2)
(Cost $4,499,988) $4,500,000
------------
TOTAL INVESTMENT SECURITIES -- 100.0%
(Cost $323,020,992) 311,030,005
------------
OTHER ASSETS
AND LIABILITIES(3) 41,559
------------
TOTAL NET ASSETS -- 100.0% $311,071,564
============

Forward Foreign Currency Exchange Contracts

Settlement Unrealized
Contracts to Sell Date Value Gain (Loss)

2,155,627 CAD for USD 10/31/08 $2,028,839 $ 56,612

909,636 EUR for USD 10/31/08 1,284,748 44,430
------------- -------------
$3,313,587 $101,042
============= =============

(Value on Settlement Date $3,414,629)

Notes to Schedule of Investments

CAD = Canadian Dollar

EUR = Euro

FHLB = Federal Home Loan Bank

ORD = Foreign Ordinary Share

USD = United States Dollar

(1) Non-income producing.

(2) The rate indicated is the yield to maturity at purchase.

(3) Category is less than 0.05% of total net assets.

See Notes to Financial Statements.

------
15

Small Cap Value

SEPTEMBER 30, 2008 (UNAUDITED)

Shares Value

Common Stocks -- 92.8%

AEROSPACE & DEFENSE -- 2.0%
80,000 Alliant Techsystems Inc.(1) $ 7,515,200
40,000 American Science and Engineering, Inc. 2,389,200
40,000 Curtiss-Wright Corp. 1,818,000
35,000 DRS Technologies, Inc. 2,686,250
70,000 Esterline Technologies Corp.(1) 2,771,300
95,000 Moog Inc. Cl A(1) 4,073,600
115,000 Triumph Group, Inc. 5,256,650
--------------
26,510,200
--------------
AIR FREIGHT & LOGISTICS -- 0.3%
210,000 UTI Worldwide Inc. 3,574,200
--------------
AIRLINES -- 0.3%
90,000 Alaska Air Group, Inc.(1) 1,835,100
150,000 SkyWest, Inc. 2,397,000
--------------
4,232,100
--------------
AUTO COMPONENTS -- 1.4%
240,000 Autoliv, Inc. 8,100,000
235,000 Cooper Tire & Rubber Co. 2,021,000
120,000 Hawk Corp. Cl A(1) 2,415,600
255,000 Lear Corp.(1) 2,677,500
105,000 Superior Industries International, Inc. 2,011,800
150,000 Tenneco Inc.(1) 1,594,500
--------------
18,820,400
--------------
AUTOMOBILES -- 0.2%
160,000 Winnebago Industries, Inc. 2,067,200
--------------
BUILDING PRODUCTS -- 0.8%
965,000 Griffon Corp.(1) 8,704,300
70,000 Simpson Manufacturing Co. Inc. 1,896,300
--------------
10,600,600
--------------
CAPITAL MARKETS -- 5.4%
1,550,000 Ares Capital Corp. 16,166,500
555,000 Cowen Group Inc.(1) 4,745,250
545,000 Federated Investors Inc. Cl B 15,712,350
481,833 HFF, Inc. Cl A(1) 1,927,332
530,000 Highland Distressed Opportunities Inc. 1,574,100
145,000 Knight Capital Group, Inc. Cl A(1) 2,154,700
2,180,000 MCG Capital Corp. 5,711,600
190,000 MVC Capital Inc.(2) 2,897,500
620,000 Patriot Capital Funding, Inc. 3,949,400

Shares Value

590,000 PennantPark Investment Corp. $ 4,371,900
195,000 Prospect Energy Corp. 2,497,950
481,417 TradeStation Group, Inc.(1) 4,501,249
265,000 Waddell & Reed Financial, Inc. Cl A 6,558,750
--------------
72,768,581
--------------
CHEMICALS -- 1.9%
65,000 Arch Chemicals, Inc. 2,294,500
130,000 Cytec Industries Inc. 5,058,300
69,196 Ferro Corp. 1,390,840
90,000 H.B. Fuller Co. 1,878,300
200,000 Hawkins, Inc. 3,504,000
205,000 Hercules Inc. 4,056,950
50,000 Minerals Technologies Inc. 2,968,000
140,000 OM Group, Inc.(1) 3,150,000
65,000 Sensient Technologies Corp. 1,828,450
--------------
26,129,340
--------------
COMMERCIAL BANKS -- 5.4%
90,000 Associated Banc-Corp 1,795,500
117,464 Central Pacific Financial Corp. 1,974,570
1,045,000 Citizens Republic Bancorp, Inc. 3,218,600
210,000 FNB Corp. 3,355,800
830,000 Fulton Financial Corp. 9,055,300
840,000 Hanmi Financial Corp. 4,242,000
1,400,000 National City Corp. 2,450,000
180,000 Old National Bancorp 3,603,600
295,000 Provident Bankshares Corp. 2,864,450
245,000 South Financial Group Inc. (The) 1,795,850
105,000 Susquehanna Bancshares Inc. 2,049,600
255,000 Synovus Financial Corp. 2,639,250
160,000 TCF Financial Corp. 2,880,000
310,000 UCBH Holdings Inc. 1,987,100
60,000 United Bankshares, Inc. 2,100,000
230,000 Webster Financial Corp. 5,807,500
335,000 Whitney Holding Corp. 8,123,750
444,414 Wilmington Trust Corp. 12,812,455
--------------
72,755,325
--------------
COMMERCIAL SERVICES & SUPPLIES -- 0.8%
90,000 ABM Industries Inc. 1,965,600
85,000 Consolidated Graphics Inc.(1) 2,578,050
95,000 G&K Services Inc. Cl A 3,139,750
75,000 Herman Miller Inc. 1,835,250
35,000 United Stationers Inc.(1) 1,674,050
--------------
11,192,700
--------------

------
16

Small Cap Value
Shares Value

COMMUNICATIONS EQUIPMENT -- 1.4%
240,000 Adtran, Inc. $ 4,677,600
160,000 Bel Fuse Inc. 4,555,200
60,000 Black Box Corp. 2,071,800
500,000 Emulex Corp.(1) 5,335,000
90,000 Plantronics, Inc. 2,026,800
--------------
18,666,400
--------------
COMPUTERS & PERIPHERALS -- 1.3%
545,000 Electronics for Imaging, Inc.(1) 7,591,850
75,000 Imation Corp. 1,696,500
175,000 Lexmark International, Inc. Cl A(1) 5,699,750
205,000 Rackable Systems, Inc.(1) 2,011,050
--------------
16,999,150
--------------
CONSTRUCTION & ENGINEERING -- 1.3%
145,000 EMCOR Group Inc.(1) 3,816,400
264,630 Granite Construction Inc. 9,479,047
250,000 Sterling Construction Co., Inc.(1) 4,050,000
--------------
17,345,447
--------------
CONSUMER FINANCE -- 0.1%
625,000 Advance America, Cash Advance Centers, Inc. 1,868,750
--------------
CONTAINERS & PACKAGING -- 1.3%
665,000 Bemis Co., Inc. 17,369,800
--------------
DISTRIBUTORS -- 0.4%
225,000 Core-Mark Holding Co., Inc.(1) 5,622,750
--------------
DIVERSIFIED -- 1.4%
80,000 iShares Russell 2000 Index Fund 5,440,000
125,000 iShares Russell 2000 Value Index Fund 8,405,000
85,000 iShares S&P SmallCap 600/BARRA
Value Index Fund 5,529,250
--------------
19,374,250
--------------
DIVERSIFIED CONSUMER SERVICES -- 0.3%
100,000 Regis Corp. 2,750,000
55,000 Steiner Leisure Ltd.(1) 1,890,900
--------------
4,640,900
--------------
DIVERSIFIED FINANCIAL SERVICES -- 0.1%
170,000 Asset Acceptance Capital Corp.(1)(2) 1,791,800
--------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 0.9%
134,102 Atlantic Tele-Network Inc. 3,754,856
170,290 D&E Communications, Inc. 1,285,690
360,000 Iowa Telecommunications Services Inc. 6,724,800
--------------
11,765,346
--------------

Shares Value

ELECTRIC UTILITIES -- 3.8%
110,000 Cleco Corp. $ 2,777,500
660,000 Empire District Electric Co. 14,091,000
835,000 Great Plains Energy Inc. 18,495,250
205,000 MGE Energy, Inc. 7,287,750
80,000 Portland General Electric Co. 1,892,800
255,000 Westar Energy Inc. 5,875,200
--------------
50,419,500
--------------
ELECTRICAL EQUIPMENT -- 1.8%
50,000 Acuity Brands Inc. 2,088,000
65,000 Belden Inc. 2,067,650
105,000 Brady Corp. Cl A 3,704,400
75,000 General Cable Corp.(1) 2,672,250
85,000 Hubbell Inc. Cl B 2,979,250
649,857 LSI Industries Inc. 5,374,317
40,000 Regal-Beloit Corp. 1,700,800
80,000 Thomas & Betts Corp.(1) 3,125,600
--------------
23,712,267
--------------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS -- 2.8%
35,000 Anixter International Inc.(1) 2,082,850
390,000 Benchmark Electronics Inc.(1) 5,491,200
55,000 Coherent, Inc.(1) 1,955,250
385,000 Electro Scientific Industries Inc.(1) 5,474,700
230,000 Insight Enterprises Inc.(1) 3,084,300
60,000 Littelfuse, Inc.(1) 1,783,800
120,000 Park Electrochemical Corp. 2,908,800
95,000 Rogers Corp.(1) 3,513,100
100,000 Tech Data Corp.(1) 2,985,000
145,000 Technitrol, Inc. 2,144,550
990,000 Vishay Intertechnology, Inc.(1) 6,553,800
--------------
37,977,350
--------------
ENERGY EQUIPMENT & SERVICES -- 4.0%
125,000 Bristow Group Inc.(1) 4,230,000
2,933,529 Global Industries Ltd.(1) 20,358,691
390,000 Grey Wolf Inc.(1) 3,034,200
564,775 Helix Energy Solutions Group, Inc.(1) 13,712,737
50,000 Hornbeck Offshore Services Inc.(1) 1,931,000
340,000 Key Energy Services, Inc.(1) 3,944,000
25,000 Lufkin Industries Inc. 1,983,750
385,000 North American Energy Partners Inc.(1) 3,992,450
--------------
53,186,828
--------------

------
17

Small Cap Value
Shares Value

FOOD & STAPLES RETAILING -- 1.4%
55,000 BJ's Wholesale Club Inc.(1) $ 2,137,300
90,000 Casey's General Stores, Inc. 2,715,300
100,000 Village Super Market, Inc. Cl A 4,767,000
265,000 Weis Markets Inc. 9,542,650
--------------
19,162,250
--------------
FOOD PRODUCTS -- 1.5%
835,000 B&G Foods, Inc. Cl A 5,970,250
40,000 Corn Products International Inc. 1,291,200
80,322 Farmer Bros. Co. 1,997,608
155,000 J&J Snack Foods Corp. 5,256,050
70,000 Lancaster Colony Corp. 2,636,200
170,000 Pilgrim's Pride Corp. 423,300
30,000 Ralcorp Holdings, Inc.(1) 2,022,300
--------------
19,596,908
--------------
GAS UTILITIES -- 1.2%
130,000 AGL Resources Inc. 4,079,400
210,000 Atmos Energy Corp. 5,590,200
55,000 Nicor Inc. 2,439,250
45,000 Southwest Gas Corp. 1,361,700
100,000 WGL Holdings Inc. 3,245,000
--------------
16,715,550
--------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 2.4%
510,000 Cutera, Inc.(1) 5,411,100
180,000 ICU Medical Inc.(1) 5,473,800
55,000 STERIS Corp. 2,066,900
141,874 Utah Medical Products, Inc. 3,908,629
25,000 Vital Signs Inc. 1,847,500
676,521 Young Innovations, Inc.(3) 13,652,193
--------------
32,360,122
--------------
HEALTH CARE PROVIDERS & SERVICES -- 2.7%
150,000 Amsurg Corp.(1) 3,820,500
680,000 Assisted Living Concepts, Inc. Cl A(1) 4,331,600
370,000 LCA-Vision Inc. 1,716,800
85,000 LifePoint Hospitals Inc.(1) 2,731,900
305,000 Magellan Health Services Inc.(1) 12,523,300
120,000 National HealthCare Corp. 5,654,400
260,000 Odyssey HealthCare, Inc.(1) 2,639,000
195,000 U.S. Physical Therapy Inc.(1) 3,385,200
--------------
36,802,700
--------------
HEALTH CARE TECHNOLOGY -- 0.2%
19,793 MedQuist Inc. 94,808
130,000 Vital Images, Inc.(1) 1,950,000
--------------
2,044,808
--------------

Shares Value

HOTELS, RESTAURANTS & LEISURE -- 2.6%
90,000 Bally Technologies, Inc.(1) $ 2,725,200
131,127 California Pizza Kitchen, Inc.(1) 1,687,604
80,000 CEC Entertainment Inc.(1) 2,656,000
215,000 Chipotle Mexican Grill Inc. Cl B(1) 10,051,250
95,000 Jack in the Box Inc.(1) 2,004,500
240,000 Red Robin Gourmet Burgers Inc.(1) 6,432,000
785,000 Ruby Tuesday Inc.(1) 4,545,150
145,000 WMS Industries Inc.(1) 4,432,650
--------------
34,534,354
--------------
HOUSEHOLD DURABLES -- 0.8%
125,000 American Greetings Corp. Cl A 1,911,250
115,000 CSS Industries, Inc. 2,960,100
145,000 Ethan Allen Interiors Inc. 4,062,900
65,000 Tupperware Brands Corp. 1,795,950
--------------
10,730,200
--------------
HOUSEHOLD PRODUCTS -- 0.1%
50,000 WD-40 Co. 1,796,500
--------------
INSURANCE -- 7.7%
515,000 American Equity Investment Life Holding Co. 3,862,500
260,000 Aspen Insurance Holdings Ltd. 7,150,000
140,000 Assured Guaranty Ltd. 2,276,400
90,000 Baldwin & Lyons, Inc. Cl B 2,157,300
145,000 Erie Indemnity Co. Cl A 6,129,150
140,000 Hanover Insurance Group Inc. 6,372,800
1,459,548 HCC Insurance Holdings, Inc. 39,407,796
40,000 Hilb Rogal & Hobbs Co. 1,869,600
110,000 IPC Holdings, Ltd. 3,323,100
160,000 Max Capital Group Ltd. 3,716,800
54,000 Mercer Insurance Group, Inc. 867,240
185,000 National Financial Partners Corp. 2,775,000
355,000 OneBeacon Insurance Group Ltd. 7,508,250
195,000 Phoenix Companies Inc. 1,801,800
115,000 Platinum Underwriters Holdings, Ltd. 4,080,200
100,000 ProAssurance Corp.(1) 5,600,000
70,000 United Fire & Casualty Co. 2,001,300
105,603 Unitrin, Inc. 2,633,739
--------------
103,532,975
--------------
IT SERVICES -- 0.8%
40,000 CACI International Inc.(1) 2,004,000
355,000 NeuStar, Inc. Cl A(1) 7,060,950
115,000 Perot Systems Corp. Cl A(1) 1,995,250
--------------
11,060,200
--------------

------
18

Small Cap Value
Shares Value

LEISURE EQUIPMENT & PRODUCTS -- 0.7%
190,000 Callaway Golf Co. $ 2,673,300
80,000 Pool Corp. 1,866,400
90,000 RC2 Corp.(1) 1,800,000
255,000 Sport Supply Group, Inc. 2,805,000
--------------
9,144,700
--------------
MACHINERY -- 2.5%
105,000 Altra Holdings Inc.(1) 1,549,800
395,000 Barnes Group Inc. 7,986,900
180,000 Commercial Vehicle Group Inc.(1) 1,279,800
110,000 IDEX Corp. 3,412,200
115,000 Kadant Inc.(1) 2,618,550
170,000 Kennametal Inc. 4,610,400
375,000 Mueller Industries Inc. 8,628,750
320,000 Mueller Water Products, Inc. Series B 2,080,000
50,000 Pentair, Inc. 1,728,500
--------------
33,894,900
--------------
MARINE -- 0.9%
200,000 Genco Shipping & Trading Ltd. 6,648,000
380,000 OceanFreight Inc. 5,118,600
--------------
11,766,600
--------------
MEDIA -- 1.4%
410,000 Belo Corp. Series A 2,443,600
730,000 Entravision Communications Corp. Cl A(1) 1,963,700
140,000 Hearst-Argyle Television, Inc. 3,126,200
1,545,000 Journal Communications Inc. 7,539,600
520,000 McClatchy Co. Cl A(2) 2,288,000
235,000 Valassis Communications Inc.(1) 2,035,100
--------------
19,396,200
--------------
METALS & MINING -- 1.8%
110,000 Carpenter Technology 2,821,500
120,175 Haynes International Inc.(1) 5,627,795
40,000 Kaiser Aluminum Corp. 1,718,000
205,000 Mesabi Trust 3,966,750
105,000 RTI International Metals, Inc.(1) 2,053,800
175,000 Schnitzer Steel Industries, Inc. Cl A 6,867,000
40,000 Worthington Industries, Inc. 597,600
--------------
23,652,445
--------------
MULTILINE RETAIL -- 0.5%
95,000 Dollar Tree, Inc.(1) 3,454,200
190,000 Fred's, Inc. 2,701,800
--------------
6,156,000
--------------

Shares Value

MULTI-UTILITIES -- 0.5%
130,000 Black Hills Corp. $4,039,100
100,000 Puget Energy, Inc. 2,670,000
--------------
6,709,100
--------------
OIL, GAS & CONSUMABLE FUELS -- 3.1%
85,000 Berry Petroleum Company Cl A 3,292,050
60,000 BP Prudhoe Bay Royalty Trust 5,578,200
15,000 Cross Timbers Royalty Trust 693,000
2,455,000 DHT Maritime, Inc.(3) 16,497,600
280,000 Frontier Oil Corp. 5,157,600
10,000 Mesa Royalty Trust 627,500
148,655 St. Mary Land & Exploration Co. 5,299,551
100,000 Swift Energy Co.(1) 3,869,000
--------------
41,014,501
--------------
PAPER & FOREST PRODUCTS -- 0.3%
145,000 Glatfelter (P.H.) Co. 1,963,300
80,000 Neenah Paper Inc. 1,584,000
--------------
3,547,300
--------------
PERSONAL PRODUCTS -- 0.6%
470,000 Bare Escentuals Inc.(1) 5,108,900
445,000 Schiff Nutrition International, Inc.(1) 3,039,350
--------------
8,148,250
--------------
PHARMACEUTICALS -- 1.8%
50,000 Alpharma Inc. Cl A(1) 1,844,500
180,000 Matrixx Initiatives Inc.(1) 3,238,200
310,000 Obagi Medical Products Inc.(1) 3,093,800
300,000 Sciele Pharma Inc. 9,237,000
345,000 Sepracor Inc.(1) 6,316,950
--------------
23,730,450
--------------
PROFESSIONAL SERVICES -- 0.9%
175,000 Corporate Executive Board Co. (The) 5,468,750
105,000 Heidrick & Struggles International, Inc. 3,165,750
190,000 MPS Group, Inc.(1) 1,915,200
35,000 Watson Wyatt Worldwide, Inc. Cl A 1,740,550
--------------
12,290,250
--------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 2.7%
280,000 Capstead Mortgage Corp. 3,066,000
315,000 Education Realty Trust, Inc. 3,490,200
165,000 Getty Realty Corp. 3,669,600
90,000 Hatteras Financial Corp. 2,088,000
120,000 Healthcare Realty Trust Inc. 3,498,000
105,000 Mack-Cali Realty Corp. 3,556,350

------
19

Small Cap Value
Shares Value

1,450,000 MFA Mortgage Investments, Inc. $ 9,425,000
185,000 National Retail Properties, Inc. 4,430,750
105,000 Realty Income Corp. 2,688,000
67,817 Sunstone Hotel Investors, Inc. 915,530
--------------
36,827,430
--------------
ROAD & RAIL -- 0.7%
160,000 Arkansas Best Corp. 5,390,400
115,000 Heartland Express, Inc. 1,784,800
80,000 Werner Enterprises Inc. 1,736,800
--------------
8,912,000
--------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 2.9%
65,000 Cabot Microelectronics Corp.(1) 2,085,200
130,000 Cohu, Inc. 2,056,600
135,000 Cymer, Inc.(1) 3,419,550
443,658 Intellon Corp.(1) 1,623,788
555,000 Mattson Technology Inc.(1) 2,625,150
105,000 MKS Instruments, Inc.(1) 2,090,550
385,000 Rudolph Technologies Inc.(1) 3,226,300
260,000 Semtech Corp.(1) 3,629,600
355,000 Varian Semiconductor Equipment Associates,
Inc.(1) 8,917,600
545,000 Verigy Ltd.(1) 8,872,600
--------------
38,546,938
--------------
SOFTWARE -- 5.5%
320,000 Aspen Technology, Inc.(1) 4,064,000
415,000 Cadence Design Systems Inc.(1) 2,805,400
120,000 Fair Isaac Corp. 2,767,200
1,075,000 Parametric Technology Corp.(1) 19,780,000
675,000 Sybase, Inc.(1) 20,668,500
315,000 Synopsys, Inc.(1) 6,284,250
525,000 THQ Inc.(1) 6,321,000
1,790,745 Ulticom, Inc.(1) 11,639,843
--------------
74,330,193
--------------
SPECIALTY RETAIL -- 2.7%
115,000 Barnes & Noble Inc. 2,999,200
265,000 Cato Corp. (The) Cl A 4,650,750
440,000 Christopher & Banks Corp. 3,374,800
190,000 Dress Barn Inc.(1) 2,905,100
300,000 DSW Inc. Cl A(1) 4,110,000
60,000 Group 1 Automotive, Inc. 1,303,800
365,000 Hot Topic, Inc.(1) 2,412,650
160,000 Men's Wearhouse, Inc. (The) 3,398,400
220,000 Penske Automotive Group, Inc. 2,523,400

Shares Value

165,000 Rent-A-Center Inc.(1) $ 3,676,200
195,000 Stage Stores Inc. 2,663,700
75,000 Zale Corp.(1) 1,875,000
--------------
35,893,000
--------------
TEXTILES, APPAREL & LUXURY GOODS -- 1.1%
915,000 Crocs, Inc.(1) 3,275,700
90,000 Kenneth Cole Productions, Inc. Cl A 1,323,000
134,570 Weyco Group, Inc. 4,504,058
235,000 Wolverine World Wide, Inc. 6,220,450
--------------
15,323,208
--------------
THRIFTS & MORTGAGE FINANCE -- 0.5%
135,000 Astoria Financial Corp. 2,798,550
130,000 First Niagara Financial Group Inc. 2,047,500
95,000 Washington Federal, Inc. 1,752,750
--------------
6,598,800
--------------
TOBACCO -- 0.2%
40,000 Universal Corp. 1,963,600
--------------
TRADING COMPANIES & DISTRIBUTORS -- 0.7%
100,000 Applied Industrial Technologies Inc. 2,693,000
175,000 Kaman Corp. 4,984,000
82,194 Lawson Products, Inc. 2,272,664
--------------
9,949,664
--------------
TOTAL COMMON STOCKS
(Cost $1,324,181,800) 1,245,523,280
--------------

Convertible Preferred Stocks -- 3.0%

COMMERCIAL BANKS -- 0.1%
195,000 Midwest Banc Holdings, Inc., Series A, 7.75%,
12/31/49 1,977,300
--------------
INSURANCE -- 2.2%
621,882 Aspen Insurance Holdings Ltd., 5.625%, 12/31/49 29,228,454
--------------
METALS & MINING -- 0.2%
50,000 Hecla Mining Co., 6.50%, 1/1/11 2,665,500
--------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.2%
76,710 Lexington Realty Trust, 6.50%, 12/31/49 2,573,621
--------------
TOBACCO -- 0.3%
4,000 Universal Corp., 6.75%, 12/31/49 4,466,000
--------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $49,161,598) 40,910,875
--------------

------
20

Small Cap Value
Shares Value

Preferred Stocks -- 1.2%

INSURANCE -- 0.2%
113,623 Odyssey Re Holdings Corp., Series A, 8.125%,
10/20/10 $ 2,158,837
--------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 1.0%
320,000 Ashford Hospitality Trust, Inc., Series D,
8.45%, 7/18/12 3,520,000
275,431 National Retail Properties Inc., Series C,
7.375%, 10/12/11 5,508,620
240,000 PS Business Parks, Inc., Series K, 7.95%,
6/30/09 5,064,000
--------------
14,092,620
--------------
TOTAL PREFERRED STOCKS
(Cost $22,563,799) 16,251,457
--------------

Temporary Cash Investments -- 3.1%

Repurchase Agreement, Deutsche Bank Securities, Inc.,
(collateralized by various U.S. Treasury obligations, 7.125%,
2/15/23, valued at $42,002,099), in a joint trading account at
0.40%, dated 9/30/08, due 10/1/08
(Delivery value $41,200,458)
(Cost $41,200,000) 41,200,000
--------------

Temporary Cash Investments - Securities Lending Collateral(4) -- 0.3%

Repurchase Agreement, Barclays Capital Inc., (collateralized by
various U.S. Government Agency obligations in a pooled account
at the lending agent), 2.00%, dated 9/30/08, due 10/1/08
(Delivery value $800,044) 800,000

Repurchase Agreement, BNP Paribas Securities Corp.,
(collateralized by various U.S. Government Agency obligations in
a pooled account at the lending agent), 1.00%, dated 9/30/08,
due 10/1/08 (Delivery value $800,022) 800,000

Repurchase Agreement, Credit Suisse Securities USA LLC,
(collateralized by various U.S. Government Agency obligations in
a pooled account at the lending agent), 1.50%, dated 9/30/08,
due 10/1/08 (Delivery value $800,033) 800,000

Shares Value

Repurchase Agreement, Deutsche Bank Securities Inc.,
(collateralized by various U.S. Government Agency obligations in
a pooled account at the lending agent), 2.00%, dated 9/30/08,
due 10/1/08 (Delivery value $900,050) $ 900,000

Repurchase Agreement, UBS Securities LLC, (collateralized by
various U.S. Government Agency obligations in a pooled account
at the lending agent), 1.75%, dated 9/30/08, due 10/1/08
(Delivery value $858,696) 858,654
--------------
TOTAL TEMPORARY CASH INVESTMENTS - SECURITIES
LENDING COLLATERAL
(Cost $4,158,654) 4,158,654
--------------

TOTAL INVESTMENT SECURITIES -- 100.4%
(Cost $1,441,265,851) 1,348,044,266
--------------
OTHER ASSETS AND LIABILITIES -- (0.4)% (5,343,996)
--------------
TOTAL NET ASSETS -- 100.0% $1,342,700,270
==============

Notes to Schedule of Investments

(1) Non-income producing.

(2) Security, or a portion thereof, was on loan as of September 30, 2008.

(3) Affiliated Company: the fund's holding represents ownership of 5% or more
of the voting securities of the company; therefore, the company is affiliated
as defined in the Investment Company Act of 1940.

(4) Investments represent purchases made by the lending agent with cash
collateral received through securities lending transactions.

See Notes to Financial Statements.

------
21

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2008 (UNAUDITED)
Mid Cap Value Small Cap Value
ASSETS

Investment securities -- unaffiliated,
at value (cost of $323,020,992 and
$1,398,296,037, respectively) -- including
$- and $3,912,298 of securities on loan,
respectively $311,030,005 $1,313,735,819

Investment securities -- affiliated,
at value (cost of $- and $38,811,160,
respectively) -- 30,149,793

Investments made with cash collateral received
for securities on loan, at value (cost of $- and
$4,158,654, respectively) -- 4,158,654
------------ --------------
Total investment securities, at
value (cost of $323,020,992 and
$1,441,265,851, respectively) 311,030,005 1,348,044,266

Receivable for investments sold 10,547,649 49,293,987

Receivable for forward foreign currency exchange
contracts 101,042 --

Receivable for capital shares sold -- 685

Dividends and interest receivable 665,976 3,026,734
------------ --------------
322,344,672 1,400,365,672
------------ --------------

LIABILITIES

Disbursements in excess of
demand deposit cash 437,972 2,515,034

Payable for collateral received for securities on
loan -- 4,158,654

Payable for investments purchased 10,567,228 49,518,352

Accrued management fees 261,346 1,401,651

Distribution and services fees payable 6,562 71,711
------------ --------------
11,273,108 57,665,402
------------ --------------

NET ASSETS $311,071,564 $1,342,700,270
============ ==============

See Notes to Financial Statements.

------
22

SEPTEMBER 30, 2008 (UNAUDITED)
Mid Cap Value Small Cap Value
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $368,524,931 $1,551,462,312

Undistributed net investment income 265,518 1,342,242

Accumulated net realized loss on
investment and foreign currency
transactions (45,828,940) (116,882,699)

Net unrealized depreciation on
investments and translation of
assets and liabilities in foreign
currencies (11,889,945) (93,221,585)
------------ --------------
$311,071,564 $1,342,700,270
============ ==============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets $264,944,747 $646,598,791

Shares outstanding 25,424,742 93,871,488

Net asset value per share $10.42 $6.89

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $18,936,031 $365,247,916

Shares outstanding 1,816,790 52,875,044

Net asset value per share $10.42 $6.91

ADVISOR CLASS, $0.01 PAR VALUE

Net assets $23,961,468 $330,853,563

Shares outstanding 2,299,231 48,136,954

Net asset value per share $10.42 $6.87

R CLASS, $0.01 PAR VALUE

Net assets $3,229,318 N/A

Shares outstanding 309,894 N/A

Net asset value per share $10.42 N/A

See Notes to Financial Statements.

------
23

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)

Mid Cap Value Small Cap Value
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (including $- and $531,550,
respectively, from affiliates and net
of foreign taxes withheld of $12,746 and
$-, respectively) $ 4,230,277 $ 18,867,789

Interest 32,540 465,548

Securities lending, net 182,575 1,084,546
------------ -------------
4,445,392 20,417,883
------------ -------------

EXPENSES:

Management fees 1,587,769 8,511,150

Distribution and service fees:
Advisor Class 32,149 395,623

R Class 8,211 --

Directors' fees and expenses 5,315 26,474

Other expenses 3,635 1,590
------------ -------------
1,637,079 8,934,837
------------ -------------

NET INVESTMENT INCOME (LOSS) 2,808,313 11,483,046
------------ -------------

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

Investment transactions (including $- and
$(4,663,081) from affiliates, respectively) (6,200,723) 17,111,502

Foreign currency transactions 228,132 --
------------ -------------
(5,972,591) 17,111,502
------------ -------------

CHANGE IN NET UNREALIZED APPRECIATION
(DEPRECIATION) ON:

Investments (2,090,511) (39,057,901)

Translation of assets and liabilities in foreign
currencies 84,175 --
------------ -------------
(2,006,336) (39,057,901)
------------ -------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (7,978,927) (21,946,399)
------------ -------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $(5,170,614) $(10,463,353)
============ =============

See Notes to Financial Statements.

------
24

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND YEAR ENDED MARCH 31, 2008

Mid Cap Value Small Cap Value
Increase
(Decrease) in
Net Assets Sept. 30, 2008 March 31, 2008 Sept. 30, 2008 March 31, 2008
OPERATIONS

Net investment
income (loss) $ 2,808,313 $ 4,558,936 $ 11,483,046 $ 18,442,595

Net realized
gain (loss) (5,972,591) (21,051,582) 17,111,502 88,882,119

Change in net
unrealized
appreciation
(depreciation) (2,006,336) (27,926,511) (39,057,901) (316,346,129)
-------------- --------------- -------------- --------------
Net increase
(decrease) in
net assets
resulting from
operations (5,170,614) (44,419,157) (10,463,353) (209,021,415)
-------------- --------------- -------------- --------------

DISTRIBUTIONS TO SHAREHOLDERS

From net
investment
income:

Investor
Class (2,434,984) (4,104,303) (6,767,451) (10,158,186)

Institutional
Class (181,953) (260,361) (4,261,082) (4,596,852)

Advisor
Class (192,409) (310,213) (2,473,346) (2,850,364)

R Class (20,759) (21,175) -- --

From net
realized gains:

Investor
Class -- (29,129,100) _ (181,311,827)

Institutional
Class -- (1,403,616) -- (74,519,198)

Advisor
Class -- (2,795,932) -- (65,013,709)

R Class -- (318,237) -- --
-------------- --------------- -------------- --------------
Decrease in net
assets from
distributions (2,830,105) (38,342,937) (13,501,879) (338,450,136)
-------------- --------------- -------------- --------------

CAPITAL SHARE TRANSACTIONS

Net increase
(decrease) in
net assets
from capital
share
transactions (2,328,030) 59,664,484 (22,950,394) (205,103,118)
-------------- --------------- -------------- --------------

NET INCREASE
(DECREASE) IN
NET ASSETS (10,328,749) (23,097,610) (46,915,626) (752,574,669)

NET ASSETS

Beginning of
period 321,400,313 344,497,923 1,389,615,896 2,142,190,565
-------------- --------------- -------------- --------------
End of period $311,071,564 $321,400,313 $1,342,700,270 $1,389,615,896
============== =============== ============== ==============

Undistributed
net investment
income $265,518 $287,310 $1,342,242 $3,361,075
============== =============== ============== ==============

See Notes to Financial Statements.

------
25

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 (UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Mid Cap Value Fund (Mid Cap Value) and
Small Cap Value Fund (Small Cap Value) (collectively, the funds) are two funds
in a series issued by the corporation. The funds are diversified under the
1940 Act. The funds' investment objective is to seek long-term capital growth.
The production of income is a secondary objective. Mid Cap Value pursues its
investment objective by investing in stocks of mid-sized market capitalization
companies that management believes to be undervalued at the time of purchase.
Small Cap Value pursues its investment objective by investing in stocks of
smaller market capitalization companies that management believes to be
undervalued at the time of purchase. The following is a summary of the funds'
significant accounting policies.

MULTIPLE CLASS -- Mid Cap Value is authorized to issue the Investor Class, the
Institutional Class, the Advisor Class and the R Class. Small Cap Value is
authorized to issue the Investor Class, the Institutional Class and the
Advisor Class. Prior to December 3, 2007, Small Cap Value was authorized to
issue the C Class (see Note 11). The share classes differ principally in their
respective distribution and shareholder servicing expenses and arrangements.
All shares of each fund represent an equal pro rata interest in the net assets
of the class to which such shares belong, and have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except for
class specific expenses and exclusive rights to vote on matters affecting only
individual classes. Income, non-class specific expenses, and realized and
unrealized capital gains and losses of the funds are allocated to each class
of shares based on their relative net assets.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs after the
value of a security was established but before the net asset value per share
was determined that was likely to materially change the net asset value, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The funds estimate the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.

SECURITIES ON LOAN -- The funds may lend portfolio securities through their
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. The funds continue to recognize any gain or loss in
the market price of the securities loaned and record any interest earned or
dividends declared.

------
26

EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs).
ETFs are a type of index fund bought and sold on a securities exchange. An ETF
trades like common stock and represents a fixed portfolio of securities
designed to track the performance and dividend yield of a particular domestic
or foreign market index. A fund may purchase an ETF to temporarily gain
exposure to a portion of the U.S. or a foreign market while awaiting purchase
of underlying securities. The risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to track, although
the lack of liquidity on an ETF could result in it being more volatile.
Additionally, ETFs have management fees, which increase their cost.

FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of an unfavorable
change in the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Income Taxes" during
the current fiscal year. The funds are no longer subject to examination by tax
authorities for years prior to 2005. At this time, management has not
identified any uncertain tax positions for which it is reasonably possible
that the total amounts of unrecognized tax benefits will significantly change
in the next twelve months. Accordingly, no provision has been made for federal
or state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income are declared
and paid quarterly. Distributions from net realized gains, if any, are
generally declared and paid annually.

------
27

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the funds, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of each fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account all of the
investment advisor's assets under management in each fund's investment
strategy (strategy assets) to calculate the appropriate fee rate for each
fund. The strategy assets include each fund's assets and the assets of other
clients of the investment advisor that are not in the American Century
Investments family of funds, but that have the same investment team and
investment strategy. The annual management fee schedule for Mid Cap Value is
1.00%, 0.80%, 1.00% and 1.00% for the Investor Class, Institutional Class,
Advisor Class and R Class, respectively. The annual management fee schedule
for Small Cap Value ranges from 1.00% to 1.25% for the Investor Class and
Advisor Class. The Institutional Class is 0.20% less at each point within the
range for Small Cap Value.

The effective annual management fee for each class of each fund for the six
months ended September 30, 2008, was as follows:

Mid Cap Value Small Cap Value

Investor 1.00% 1.25%

Institutional 0.80% 1.05%

Advisor 1.00% 1.25%

R 1.00% N/A

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the
Advisor Class and R Class (collectively the plans), pursuant to Rule 12b-1 of
the 1940 Act. The plans provide that the Advisor Class will pay American
Century Investment Services, Inc. (ACIS) an annual distribution and service
fee of 0.25%. The plans provide that the R Class will pay ACIS an annual
distribution and service fee of 0.50%. The fees are computed and accrued daily
based on each class's daily net assets and paid monthly in arrears. The fees
are used to pay financial intermediaries for distribution and individual
shareholder services. Fees incurred under the plans during the six months
ended September 30, 2008, are detailed in the Statement of Operations.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an
equity investor in ACC. The funds have a securities lending agreement with
JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the funds and a wholly
owned subsidiary of JPM.

------
28

3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the six months
ended September 30, 2008, were as follows:

Mid Cap Value Small Cap Value

Purchases $258,814,774 $1,239,299,553

Proceeds from sales $254,398,675 $1,247,750,020

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the funds were as follows:

Six months ended Year ended
September 30, 2008 March 31, 2008
Shares Amount Shares Amount
Mid Cap Value

INVESTOR
CLASS/SHARES
AUTHORIZED 75,000,000 75,000,000
============ ============
Sold 3,370,650 $36,735,931 17,293,738 $228,962,537

Issued in
reinvestment of
distributions 181,355 1,974,982 2,316,859 26,920,796

Redeemed (3,927,914) (41,749,366) (16,447,138) (211,237,414)
------------ ------------ ------------ ------------
(375,909) (3,038,453) 3,163,459 44,645,919
------------ ------------ ------------ ------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 20,000,000 20,000,000
============ ============
Sold 283,154 3,030,029 848,248 10,325,708

Issued in
reinvestment of
distributions 16,709 181,953 141,623 1,648,141

Redeemed (113,620) (1,226,592) (906,797) (11,720,977)
------------ ------------ ------------ ------------
186,243 1,985,390 83,074 252,872
------------ ------------ ------------ ------------
ADVISOR CLASS/SHARES
AUTHORIZED 20,000,000 20,000,000
============ ============
Sold 255,940 2,771,848 1,655,353 21,805,126

Issued in
reinvestment of
distributions 17,553 191,154 247,640 2,873,707

Redeemed (407,841) (4,379,534) (1,076,268) (12,988,849)
------------ ------------ ------------ ------------
(134,348) (1,416,532) 826,725 11,689,984
------------ ------------ ------------ ------------
R CLASS/SHARES
AUTHORIZED 20,000,000 20,000,000
============ ============
Sold 51,908 559,451 300,359 3,892,667
Issued in
reinvestment of
distributions 1,906 20,759 29,385 339,412
Redeemed (41,616) (438,645) (93,608) (1,156,370)
------------ ------------ ------------ ------------
12,198 141,565 236,136 3,075,709
------------ ------------ ------------ ------------
Net increase
(decrease) (311,816) $(2,328,030) 4,309,394 $ 59,664,484
============ ============ ============ ============

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29

Six months ended Year ended
September 30, 2008 March 31, 2008
Shares Amount Shares Amount
Small Cap Value

INVESTOR
CLASS/SHARES
AUTHORIZED 500,000,000 500,000,000
============= ============
Sold 6,904,351 $50,057,570 14,409,793 $127,579,003

Issued in
reinvestment
of distributions 910,056 6,652,691 24,242,645 186,591,128

Redeemed (18,379,097) (132,479,142) (60,205,011) (531,313,197)
------------- -------------- ------------ ---------------
(10,564,690) (75,768,881) (21,552,573) (217,143,066)
------------- -------------- ------------ ---------------
INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 150,000,000 150,000,000
============= ============
Sold 6,472,692 47,580,985 17,780,266 148,386,323

Issued in
reinvestment
of distributions 509,884 3,737,667 8,820,939 68,112,615

Redeemed (6,714,664) (48,178,583) (18,158,464) (164,133,933)
------------- -------------- ------------ ---------------
267,912 3,140,069 8,442,741 52,365,005
------------- -------------- ------------ ---------------
ADVISOR
CLASS/SHARES
AUTHORIZED 190,000,000 190,000,000
============= ============
Sold 11,876,411 82,991,482 4,535,149 41,436,663

Issueed in
connection
with
reclassification
(Note 11) -- -- 125,057 1,134,706

Issued in
reinvestment of
distributions 302,242 2,201,619 8,838,593 67,729,817

Redeemed (4,936,776) (35,514,683) (16,043,501) (147,271,195)
------------- -------------- ------------ ---------------
7,241,877 49,678,418 (2,544,702) (36,970,009)
------------- -------------- ------------ ---------------
C CLASS/SHARES
AUTHORIZED N/A N/A
============= ============
Redeemed in
connection
with
reclassification
(Note 11) (125,057) (1,134,706)

Redeemed (234,227) (2,220,342)
------------ ---------------
(359,284) (3,355,048)
------------ ---------------
Net increase
(decrease) (3,054,901) $(22,950,394) (16,013,818) $(205,103,118)
============= ============== ============ ===============

5. SECURITIES LENDING

As of September 30, 2008, securities in Small Cap Value valued at $3,912,298,
were on loan through the lending agent, JPMCB, to certain approved borrowers.
As of September 30, 2008 Mid Cap Value did not have any securities on loan.
JPMCB receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. The total market value of all collateral
received for Small Cap, at this date, was $4,158,654. The funds' risks in
securities lending are that the borrower may not provide additional collateral
when required or return the securities when due. If the borrower defaults,
receipt of the collateral by the funds may be delayed or limited.

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30

6. AFFILIATED COMPANY TRANSACTIONS

If a fund's holding represents ownership of 5% or more of the voting
securities of a company, the company is affiliated as defined in the 1940 Act.
A summary of transactions for each company which is
or was an affiliate at or during the six months ended September 30, 2008,
follows:

September 30, 2008
Share
Balance Purchase Sales Realized Dividend Share Market
Fund/Company 3/31/08 Cost Cost Gain (Loss) Income Balance Value

Small Cap Value

Cowen Group
Inc.(1)(2) 750,000 -- $ 2,550,822 $(929,615) -- 555,000 (1)

Cutera,
Inc.(1)(2) 530,000 $ 2,827,921 6,514,126 (2,892,329) -- 510,000 (1)

DHT Maritime,
Inc.(3) 1,170,000 16,190,918 2,889,445 (486,646) $478,750 2,455,000 $16,497,600

Young
Innovations,
Inc. 600,000 2,205,147 1,383,561 (354,491) 52,800 676,521 13,652,193
----------- ----------- ------------ -------- --------- -----------

$21,223,986 $13,337,954 $(4,663,081) $531,550 $30,149,793
=========== =========== ============ ======== ========= ===========

(1) Company was not an affiliate at September 30, 2008.

(2) Non-income producing.

(3) Formally Double Hull Tankers Inc.

7. FAIR VALUE MEASUREMENTS

The funds' securities valuation process is based on several considerations and
may use multiple inputs to determine the fair value of the positions held by
the funds. In conformity with accounting principles generally accepted in the
United States of America, the inputs used to determine a valuation are
classified into three broad levels as follows:

* Level 1 valuation inputs consist of actual quoted prices based on an active
market;

* Level 2 valuation inputs consist of significant direct or indirect
observable market data; or

* Level 3 valuation inputs consist of significant unobservable inputs such as
the fund's own assumptions.

The level classification is based on the lowest level input that is
significant to the fair valuation measurement. The valuation inputs are not an
indication of the risks associated with investing in these securities or other
financial instruments.

The following is a summary of the valuation inputs used to determine the fair
value of the funds' securities and other financial instruments as of September
30, 2008:

Unrealized
Gain (Loss)
Value of on Other
Investment Financial
Fund/Valuation Inputs Securities Instruments*

MID CAP VALUE

Level 1 -- Quoted Prices $302,937,177 --

Level 2 -- Other Significant
Observable Inputs $8,092,828 $101,042

Level 3 -- Significant Unobservable
Inputs -- --
--------------- -------------
$311,030,005 $101,042
=============== =============

SMALL CAP VALUE

Level 1 -- Quoted Prices $1,261,774,737 --

Level 2 -- Other Significant
Observable Inputs $86,269,529 --

Level 3 -- Significant Unobservable
Inputs -- --
--------------- -------------
$1,348,044,266
=============== =============

*Includes forward foreign currency exchange contracts.

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31

8. BANK LINE OF CREDIT

The funds, along with certain other funds managed by ACIM or ACGIM, have a
$500,000,000 unsecured bank line of credit agreement with Bank of America,
N.A. The funds may borrow money for temporary or emergency purposes to fund
shareholder redemptions. Borrowings under the agreement, which is subject to
annual renewal, bear interest at the Federal Funds rate plus 0.40%. The funds
did not borrow from the line during the six months ended September 30, 2008.

9. RISK FACTORS

Small Cap Value generally invests in smaller companies which may be more
volatile, and subject to greater short-term risk than those of larger
companies. In addition, Small Cap Value's performance may be affected by
investments in initial public offerings (IPOs). The impact of IPOs on a fund's
performance depends on the strength of the IPO market and the size of the
fund. IPOs may have less impact on a fund's performance as its assets grow.

10. FEDERAL TAX INFORMATION

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.

As of September 30, 2008, the components of investments for federal income tax
purposes were as follows:

Mid Cap Value Small Cap Value

Federal tax cost of investments $340,543,145 $1,546,012,232
============== ===============
Gross tax appreciation
of investments $ 9,561,700 $ 70,954,687

Gross tax depreciation
of investments (39,074,840) (268,922,653)
-------------- ---------------
Net tax appreciation (depreciation)
of investments $(29,513,140) $(197,967,966)
============== ===============

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales.

As of March 31, 2008, Mid Cap Value and Small Cap Value had capital loss
deferrals of $(27,987,975) and $(56,231,868), respectively, which represent
net capital losses incurred in the five-month period ended March 31, 2008. The
funds have elected to treat such losses as having been incurred in the
following fiscal year for federal income tax purposes.

11. CORPORATE EVENT

On July 27, 2007, the C Class shareholders of Small Cap Value approved a
reclassification of C Class shares into Advisor Class shares. The
reclassification was effective December 3, 2007. The change was approved by
the Board of Directors on November 29, 2006 and March 7, 2007.

12. RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in
September 2006, which is effective for fiscal years beginning after November
15, 2007. FAS 157 defines fair value, establishes a framework for measuring
fair value and expands the required financial statement disclosures about fair
value measurements. The adoption of FAS 157 does not materially impact the
determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.

------
32

FINANCIAL HIGHLIGHTS
Mid Cap Value

Investor Class

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

2008(1) 2008 2007 2006 2005 2004(2)

PER-SHARE DATA

Net Asset Value,
Beginning of
Period $10.66 $13.33 $12.10 $11.32 $10.02 $10.00
-------- -------- -------- -------- ------- --------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(3) 0.10 0.16 0.16 0.21 0.09 --(4)

Net Realized
and
Unrealized
Gain (Loss) (0.24) (1.51) 1.87 1.70 1.54 0.02
-------- -------- -------- -------- ------- --------
Total From
Investment
Operations (0.14) (1.35) 2.03 1.91 1.63 0.02
-------- -------- -------- -------- ------- --------
Distributions

From Net
Investment
Income (0.10) (0.16) (0.14) (0.21) (0.06) --

From Net
Realized
Gains -- (1.16) (0.66) (0.92) (0.27) --
-------- -------- -------- -------- ------- --------
Total
Distributions (0.10) (1.32) (0.80) (1.13) (0.33) --
-------- -------- -------- -------- ------- --------
Net Asset Value,
End of Period $10.42 $10.66 $13.33 $12.10 $11.32 $10.02
======== ======== ======== ======== ======= ========

TOTAL RETURN(5) (1.39)% (10.84)% 17.12% 17.62% 16.40% 0.20%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net Assets 1.00%(6) 1.00% 1.00% 1.00% 1.00% 1.00%(6)

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.76%(6) 1.25% 1.30% 1.77% 0.83% 0.00%(6)

Portfolio
Turnover Rate 81% 206% 187% 228% 192% 0%

Net Assets, End
of Period (in
thousands) $264,945 $274,918 $301,642 $115,262 $42,059 $1,619

(1) Six months ended September 30, 2008 (unaudited).

(2) For the one day period ended March 31, 2004 (fund inception).

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

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

(5) 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.

(6) Annualized.

See Notes to Financial Statements.

------
33

Mid Cap Value

Institutional Class

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

2008(1) 2008 2007 2006 2005(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period $10.66 $13.33 $12.10 $11.33 $10.07
-------- -------- ------- ------- --------
Income From Investment
Operations

Net Investment
Income (Loss)(3) 0.11 0.18 0.19 0.24 0.07

Net Realized and
Unrealized Gain (Loss) (0.24) (1.51) 1.87 1.69 1.51
-------- -------- ------- ------- --------
Total From Investment
Operations (0.13) (1.33) 2.06 1.93 1.58
-------- -------- ------- ------- --------
Distributions

From Net
Investment Income (0.11) (0.18) (0.17) (0.24) (0.05)

From Net
Realized Gains -- (1.16) (0.66) (0.92) (0.27)
-------- -------- ------- ------- --------
Total Distributions (0.11) (1.34) (0.83) (1.16) (0.32)
-------- -------- ------- ------- --------
Net Asset Value,
End of Period $10.42 $10.66 $13.33 $12.10 $11.33
======== ======== ======= ======= ========

TOTAL RETURN(4) (1.30)% (10.67)% 17.36% 17.74% 15.82%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets 0.80%(5) 0.80% 0.80% 0.80% 0.80%(5)

Ratio of Net Investment
Income (Loss) to Average Net
Assets 1.96%(5) 1.45% 1.50% 1.97% 1.00%(5)

Portfolio Turnover Rate 81% 206% 187% 228% 192%(6)

Net Assets, End of Period (in
thousands) $18,936 $17,378 $20,623 $10,510 $8,082

(1) Six months ended September 30, 2008 (unaudited).

(2) August 2, 2004 (commencement of sale) through March 31, 2005.

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

(4) 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.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2005.

See Notes to Financial Statements.

------
34

Mid Cap Value

Advisor Class

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

2008(1) 2008 2007 2006 2005(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period $10.66 $13.33 $12.10 $11.32 $10.99
-------- -------- ------- ------ --------
Income From
Investment Operations

Net Investment
Income (Loss)(3) 0.08 0.13 0.14 0.16 0.03

Net Realized
and Unrealized
Gain (Loss) (0.24) (1.51) 1.86 1.72 0.31
-------- -------- ------- ------ --------
Total From
Investment Operations (0.16) (1.38) 2.00 1.88 0.34
-------- -------- ------- ------ --------
Distributions

From Net
Investment Income (0.08) (0.13) (0.11) (0.18) (0.01)

From Net
Realized Gains -- (1.16) (0.66) (0.92) --
-------- -------- ------- ------ --------
Total Distributions (0.08) (1.29) (0.77) (1.10) (0.01)
-------- -------- ------- ------ --------
Net Asset Value,
End of Period $10.42 $10.66 $13.33 $12.10 $11.32
======== ======== ======= ====== ========

TOTAL RETURN(4) (1.52)% (11.07)% 16.83% 17.32% 3.05%

RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment Income
(Loss) to Average Net Assets 1.51%(5) 1.00% 1.05% 1.52% 1.34%(5)

Portfolio Turnover Rate 81% 206% 187% 228% 192%(6)

Net Assets, End of Period (in
thousands) $23,961 $25,932 $21,412 $8,175 $1,057

(1) Six months ended September 30, 2008 (unaudited).

(2) January 13, 2005 (commencement of sale) through March 31, 2005.

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2005.

See Notes to Financial Statements.

------
35

Mid Cap Value

R Class

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

2008(1) 2008 2007 2006(2)

PER-SHARE DATA

Net Asset Value,
Beginning of Period $10.65 $13.32 $12.09 $12.21
-------- -------- ------ --------
Income From
Investment Operations

Net Investment
Income (Loss)(3) 0.07 0.10 0.13 0.07

Net Realized and
Unrealized Gain (Loss) (0.23) (1.51) 1.84 0.79
-------- -------- ------ --------
Total From
Investment Operations (0.16) (1.41) 1.97 0.86
-------- -------- ------ --------
Distributions
From Net
Investment Income (0.07) (0.10) (0.08) (0.06)

From Net
Realized Gains -- (1.16) (0.66) (0.92)
-------- -------- ------ --------
Total Distributions (0.07) (1.26) (0.74) (0.98)
-------- -------- ------ --------
Net Asset Value,
End of Period $10.42 $10.65 $13.32 $12.09
======== ======== ====== ========

TOTAL RETURN(4) (1.55)% (11.30)% 16.55% 7.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average Net Assets 1.50%(5) 1.50% 1.50% 1.50%(5)

Ratio of Net
Investment Income (Loss)
to Average Net Assets 1.26%(5) 0.75% 0.80% 0.97%(5)

Portfolio Turnover Rate 81% 206% 187% 228%(6)

Net Assets, End of Period
(in thousands) $3,229 $3,172 $820 $27

(1) Six months ended September 30, 2008 (unaudited).

(2) July 29, 2005 (commencement of sale) through March 31, 2006.

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2006.

See Notes to Financial Statements.

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36

Small Cap Value

Investor Class

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

2008(1) 2008 2007 2006 2005 2004

PER-SHARE DATA

Net Asset
Value,
Beginning
of Period $7.02 $10.01 $10.45 $10.07 $9.71 $6.44
-------- -------- --------- ---------- ---------- ----------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.06 0.09 0.06 0.06 0.03 0.05

Net
Realized
and
Unrealized
Gain
(Loss) (0.12) (1.16) 0.87 1.72 1.31 3.26
-------- -------- --------- ---------- ---------- ----------
Total From
Investment
Operations (0.06) (1.07) 0.93 1.78 1.34 3.31
-------- -------- --------- ---------- ---------- ----------
Distributions

From Net
Investment
Income (0.07) (0.09) (0.04) (0.06) (0.03) (0.04)

From Net
Realized
Gains -- (1.83) (1.33) (1.34) (0.95) --
-------- -------- --------- ---------- ---------- ----------
Total
Distributions (0.07) (1.92) (1.37) (1.40) (0.98) (0.04)
-------- -------- --------- ---------- ---------- ----------
Net Asset
Value,
End of
Period $6.89 $7.02 $10.01 $10.45 $10.07 $9.71
======== ======== ========== ========== ========== ==========

TOTAL RETURN(3) (0.92)% (12.22)% 9.38% 18.67% 14.00% 51.53%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net Assets 1.25%(4) 1.26% 1.25% 1.25% 1.25% 1.26%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.61%(4) 1.01% 0.57% 0.58% 0.32% 0.59%

Portfolio
Turnover Rate 90% 123% 121% 111% 108% 110%

Net Assets, End
of Period (in
thousands) $646,599 $732,968 $1,261,392 $1,390,024 $1,252,153 $1,050,500

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.

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37

Small Cap Value

Institutional Class

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

2008(1) 2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning
of Period $7.04 $10.03 $10.47 $10.08 $9.72 $6.45
-------- -------- -------- -------- -------- --------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.07 0.11 0.08 0.08 0.05 0.07

Net
Realized
and
Unrealized
Gain (Loss) (0.12) (1.17) 0.87 1.73 1.31 3.26
-------- -------- -------- -------- -------- --------
Total From
Investment
Operations (0.05) (1.06) 0.95 1.81 1.36 3.33
-------- -------- -------- -------- -------- --------
Distributions

From Net
Investment
Income (0.08) (0.10) (0.06) (0.08) (0.05) (0.06)

From Net
Realized
Gains -- (1.83) (1.33) (1.34) (0.95) --
-------- -------- -------- -------- -------- --------
Total
Distributions (0.08) (1.93) (1.39) (1.42) (1.00) (0.06)
-------- -------- -------- -------- -------- --------
Net Asset
Value,
End of
Period $6.91 $7.04 $10.03 $10.47 $10.08 $9.72
======== ======== ======== ======== ======== ========

TOTAL
RETURN(3) (0.78)% (12.05)% 9.52% 18.98% 14.20% 51.75%

RATIOS/SUPPLEMENTAL DATA
Ratio of
Operating
Expenses
to Average
Net Assets 1.05%(4) 1.06% 1.05% 1.05% 1.05% 1.06%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.81%(4) 1.21% 0.77% 0.78% 0.52% 0.79%

Portfolio
Turnover Rate 90% 123% 121% 111% 108% 110%

Net Assets, End
of
Period (in
thousands) $365,248 $370,422 $443,173 $435,327 $314,700 $170,784

(1) Six months ended September 30, 2008 (unaudited).

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

(4) Annualized.

See Notes to Financial Statements.

------
38

Small Cap Value

Advisor Class

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

2008(1) 2008 2007 2006 2005 2004

PER-SHARE DATA

Net Asset Value,
Beginning of
Period $7.00 $10.00 $10.45 $10.06 $9.71 $6.43
-------- -------- -------- -------- -------- --------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.05 0.07 0.03 0.03 0.01 0.03

Net
Realized
and
Unrealized
Gain (Loss) (0.12) (1.17) 0.87 1.74 1.30 3.27
-------- -------- -------- -------- -------- --------
Total From
Investment
Operations (0.07) (1.10) 0.90 1.77 1.31 3.30
-------- -------- -------- -------- -------- --------
Distributions

From Net
Investment
Income (0.06) (0.07) (0.02) (0.04) (0.01) (0.02)

From Net
Realized
Gains -- (1.83) (1.33) (1.34) (0.95) --
-------- -------- -------- -------- -------- --------
Total
Distributions (0.06) (1.90) (1.35) (1.38) (0.96) (0.02)
-------- -------- -------- -------- -------- --------
Net Asset Value,
End of Period $6.87 $7.00 $10.00 $10.45 $10.06 $9.71
======== ======== ======== ======== ======== ========

TOTAL RETURN(3) (1.10)% (12.51)% 9.10% 18.51% 13.70% 51.38%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net Assets 1.50%(4) 1.51% 1.50% 1.50% 1.50% 1.51%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.36%(4) 0.76% 0.32% 0.33% 0.07% 0.34%

Portfolio
Turnover Rate 90% 123% 121% 111% 108% 110%

Net Assets, End
of Period (in
thousands) $330,854 $286,227 $434,182 $455,001 $624,633 $432,261

(1) Six months ended September 30, 2008 (unaudited).

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

(4) Annualized.

See Notes to Financial Statements.

------
39

APPROVAL OF MANAGEMENT AGREEMENTS

Mid Cap Value and Small Cap Value

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century, this process is referred to as the "15(c) Process."
As a part of this process, the board reviews fund performance, shareholder
services, audit and compliance information, and a variety of other reports
from the advisor concerning fund operations. In addition to this annual
review, the board of directors oversees and evaluates on a continuous basis at
its quarterly meetings the nature and quality of significant services
performed by the advisor, fund performance, audit and compliance information,
and a variety of other reports relating to fund operations. The board, or
committees of the board, also holds special meetings as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Mid Cap Value and Small Cap Value (the
"funds") and the services provided to the funds under the management
agreement. The information considered and the discussions held at the meetings
included, but were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.

------
40

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the fund, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management agreement under the terms ultimately
determined by the board to be appropriate, the Directors' decision was based
on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES - GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.

------
41

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the funds, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process comparing the funds' performance with that of similar funds not
managed by the advisor. If performance concerns are identified, the Directors
discuss with the advisor the reasons for such results (e.g., market
conditions, security selection) and any efforts being undertaken to improve
performance. Small Cap Value's performance for both the one- and three-year
periods was above the median for its peer group. Mid Cap Value's performance
was above the median for its peer group for the three-year period and below
the median for the one-year period.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

------
42

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.

COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of Small Cap Value was at the median of the total expense
ratios of its peer group. The unified fee charged to shareholders of Mid Cap
Value was below the median of the total expense ratios of its peer group. The
board concluded that the management fee paid by each fund to the advisor was
reasonable in light of the services provided to the fund.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.

------
43

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the fund to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.

------
44

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, any distributions you receive from an IRA or certain
403(b), 457 and qualified plans [those not eligible for rollover to an IRA or
to another qualified plan] are subject to federal income tax withholding,
unless you elect not to have withholding apply. Tax will be withheld on the
total amount withdrawn even though you may be receiving amounts that are not
subject to withholding, such as nondeductible contributions. In such case,
excess amounts of withholding could occur. You may adjust your withholding
election so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. Even if you plan to roll over the amount you
withdraw to another tax-deferred account, the withholding rate still applies
to the withdrawn amount unless we have received notice not to withhold federal
income tax prior to the withdrawal. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.

------
45

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The LIPPER SMALL-CAP VALUE FUNDS INDEX is an equal dollar-weighted index of,
typically, the 30 largest mutual funds within the Small-Cap Value fund
classification, as defined by Lipper. The index is adjusted for the
reinvestment of capital gains and income dividends.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH Index measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

------
46

NOTES

------
47

NOTES

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48

[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . 1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . 1-800-345-2021
or 816-531-5575

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED
RETIREMENT PLANS. . . . . . . . . . . . . . . . . . . . 1-800-345-3533

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . . 1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . . 1-800-634-4113

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

American Century Investments
P.O. Box 419200
Kansas City, MO 64141-6200 PRSRT STD
U.S. POSTAGE PAID
AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

0811
CL-SAN-61619S

[front cover]

SEMIANNUAL REPORT
SEPTEMBER 30, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

EQUITY INCOME FUND
VALUE FUND
LARGE COMPANY VALUE FUND

PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
September 30, 2008. It was a time of enormous upheaval and change. We
understand and appreciate the challenges you have faced during this historic
period, and share your concerns about the economy, the markets, and fund
holdings. To help address these issues, I'd like to provide my perspective on
how we have managed--and continue to manage--your investments in these
uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/ Jonathan Thomas

Jonathan S. Thomas
President and CEO
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

EQUITY INCOME

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 6
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6

VALUE

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 9
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 10
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 10

LARGE COMPANY VALUE

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 13
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 14
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 14

Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . . 15

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 18
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 27
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 29
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 30
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 32
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 42

OTHER INFORMATION

Approval of Management Agreements for Equity Income,
Value and Large Company Value. . . . . . . . . . . . . . . . . . . . 60
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 64
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 65

The opinions expressed in the Market Perspective and each of the Portfolio
Commentaries reflect those of the portfolio management team as of the date of
the report, and do not necessarily represent the opinions of American Century
Investments or any other person in the American Century Investments
organization. Any such opinions are subject to change at any time based upon
market or other conditions and American Century Investments disclaims any
responsibility to update such opinions. These opinions may not be relied upon
as investment advice and, because investment decisions made by American
Century Investments funds are based on numerous factors, may not be relied
upon as an indication of trading intent on behalf of any American Century
Investments fund. Security examples are used for representational purposes
only and are not intended as recommendations to purchase or sell securities.
Performance information for comparative indices and securities is provided to
American Century Investments by third party vendors. To the best of American
Century Investments' knowledge, such information is accurate at the time of
printing.

MARKET PERSPECTIVE

[photo of chief investment officer]

By Phil Davidson, Chief Investment Officer, U.S. Value Equity

FINANCIAL SYSTEM SHAKEN

A series of startling events put downward pressure on the U.S. equity market
during the six months ended September 30, 2008. The U.S. financial system
remained mired in unprecedented credit-market turmoil, which intensified
throughout the six-month period. The credit and liquidity stress reached
critical mass in September, when the federal government's takeover of mortgage
lenders Fannie Mae and Freddie Mac, and its rescue of insurer AIG were
followed by the bankruptcy of Lehman Brothers and Bank of America's
acquisition of troubled Merrill Lynch. A number of other major financial firms
faced similar circumstances.

Few investors anticipated the scope of the credit crunch, which has blossomed
into a full-blown financial crisis. The adverse effects are being felt on a
global scale--the U.S. economy is likely already facing a recession as job
losses mount and consumer spending withers, and the malaise is quickly
spreading throughout the rest of the world's economies. The U.S. government
and the Federal Reserve have taken extraordinary steps to provide support for
the flagging financial system, and other governments and central banks are
expected to follow suit.

In the stock market, volatility reached extreme levels on a day-to-day basis
as investors lost confidence in the financial system and the ability of the
government to remedy the situation. As a result, the major stock indexes
slumped for the six-month period (see the accompanying table).

VALUE OUTPERFORMED

In this challenging environment, value stocks generally held up better than
growth-oriented issues. Against a persistent backdrop of market uncertainty
and heightened volatility, companies with attractive valuation characteristics
became beacons for risk-averse investors. However, security selection took on
greater importance as the market became rife with "value traps"--stocks that
are inexpensive for good reason.

Our value funds stand to benefit from an increased emphasis on selectivity,
thanks to our risk-conscious focus on robust balance sheets, competitive
strength, cash flows, and earnings power. We believe these characteristics are
indicative of higher-quality companies that will successfully weather the
current financial storm.

U.S. Stock Index Returns
For the six months ended September 30, 2008*

RUSSELL 1000 INDEX (LARGE-CAP) -11.06%
Russell 1000 Value Index -11.10%
Russell 1000 Growth Index -11.23%

RUSSELL MIDCAP INDEX -10.58%
Russell Midcap Value Index -7.46%
Russell Midcap Growth Index -13.93%

RUSSELL 2000 INDEX (SMALL-CAP) -0.54%
Russell 2000 Value Index 1.24%
Russell 2000 Growth Index -2.83%

*Total returns for periods less than one year are not annualized.

------
2

PERFORMANCE
Equity Income

Total Returns as of September 30, 2008
Average Annual Returns
6 5 10 Since Inception
months(1) 1 year years years Inception Date

INVESTOR CLASS -4.27% -13.68% 7.09% 8.72% 11.54% 8/1/94

RUSSELL 3000
VALUE INDEX(2) -10.16% -22.70% 7.29% 5.86% 9.91%(3) --

S&P 500 INDEX(2) -10.87% -21.98% 5.17% 3.06% 8.75%(3) --

LIPPER EQUITY
INCOME FUNDS
INDEX(2) -11.30% -22.36% 5.92% 4.10% 7.65%(3) --

Institutional Class -4.30% -13.51% 7.30% 8.93% 7.98% 7/8/98

A Class(4)
No sales charge* -4.39% -13.89% 6.83% 8.45% 9.13%
With sales charge* -9.94% -18.85% 5.56% 7.81% 8.58% 3/7/97

B Class
No sales charge* -4.74% -14.53% -- -- -14.42%
With sales charge* -9.74% -18.53% -- -- -18.40% 9/28/07

C Class
No sales charge* -4.74% -14.53% 6.07% -- 5.43%
With sales charge* -5.68% -14.53% 6.07% -- 5.43% 7/13/01

R Class -4.65% -14.15% 6.51% -- 6.31% 8/29/03

* Sales charges include initial sales charges and contingent deferred sales
charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial
sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B
Class shares redeemed within six years of purchase are subject to a CDSC that
declines from 5.00% during the first year after purchase to 0.00% the sixth
year after purchase. C Class shares redeemed within 12 months of purchase are
subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide
performance information net of maximum sales charges in all cases where
charges could be applied.

(1) Total returns for periods less than one year are not annualized.

(2) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

Lipper Fund Performance -- Performance data is total return, and is
preliminary and subject to revision.

The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(3) Since 7/31/94, the date nearest the Investor Class's inception for which
data are available.

(4) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.

------
3

Equity Income

Growth of $10,000 Over 10 Years

$10,000 investment made September 30, 1998

One-Year Returns Over 10 Years
Periods ended September 30
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 15.98% 6.80% 14.30% -3.72% 20.17% 17.22% 8.79% 13.47% 12.81% -13.68%

Russell
3000
Value
Index 17.64% 9.35% -7.98% -15.89% 24.89% 20.89% 16.78% 14.55% 13.73% -22.70%

S&P 500
Index 27.80% 13.28% -26.62% -20.49% 24.40% 13.87% 12.25% 10.79% 16.44% -21.98%

Lipper
Equity
Income
Funds
Index 13.36% 8.10% -8.82% -16.74% 20.48% 17.09% 13.52% 12.09% 15.23% -22.36%

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.

------
4

PORTFOLIO COMMENTARY
Equity Income

Portfolio Managers: Phil Davidson, Kevin Toney, and Michael Liss

PERFORMANCE SUMMARY

Equity Income returned -4.27%* for the six months ended September 30, 2008.
By comparison, the Lipper Equity Income Index returned -11.30%, and the
median return for Morningstar's Large Cap Value category** (whose
performance, like Equity Income's, reflects fund operating expenses) was
-11.23%. Two market indices--the Russell 3000 Value Index and the S&P 500
Index--returned -10.16% and -10.87%, respectively. The portfolio's return
reflects operating expenses, while the indices' returns do not.

The volatile market environment described in the Market Perspective on page 2
hampered Equity Income's absolute performance. However, on a relative basis,
the portfolio significantly outpaced the performance of its benchmark, the
Russell 3000 Value Index. The key to our results was our continued focus on
higher-quality businesses with sound balance sheets. Performance benefited
most from strong security selection across financials, consumer staples, and
utilities. Conversely, Equity Income's mix of industrials and energy stocks
was a drag on results. The portfolio's complement of international holdings
also restrained performance.

Since its inception on August 1, 1994, Equity Income has produced an average
annual return of 11.54%, topping the returns for the Lipper Equity Income
Index, Morningstar's Large Cap Value category median,** the Russell 3000 Value
Index, and the S&P 500 for the same period (see performance information on
pages 3-4).

FINANCIALS POSITION BOOSTED RESULTS

Strong security selection and an underweight in financials added to relative
performance. We avoided several headline names, including insurance company
American International Group; bank holding company Wachovia Corp.; savings and
loan company Washington Mutual; and government-sponsored mortgage lenders
Fannie Mae and Freddie Mac.

The sector provided two significant contributors--leading insurance broker
Marsh & McLennan, and bank holding company People's United Financial, Inc.
Marsh continued to show performance within its key insurance brokerage
segment. People's United Financial has steered clear of subprime loans and is
using its strong, well-capitalized balance sheet to make acquisitions.

Financials was also the source of a top detractor, AllianceBernstein Holding
LP. The asset manager experienced weak investment performance, compounding a
decline in assets under management which accompanied the downturn in the
financial markets.

Top Ten Holdings as of September 30, 2008
% of net % of net
assets as of assets as of
9/30/08 3/31/08

Exxon Mobil Corp. 6.2% 6.9%
Bank of America Corp., 7.25%, 12/31/49
(Convertible Pref.) 5.2% 0.6%
General Electric Co. 4.9% 5.4%
AT&T Inc. 4.2% 4.3%
Intel Corp., 2.95%, 12/15/35
(Convertible Bond) 3.8% 2.4%
Proctor & Gamble Co. (The) 2.9% 1.8%
Beckman Coulter, Inc., 2.50%, 12/15/36
(Convertible Bond) 2.8% --
Chevron Corp. 2.8% --
Total SA ORD 2.7% 2.1%
BP plc(1) 2.6% 4.9%

(1) Includes shares traded on all exchanges.

* All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

** The median returns for Morningstar's Large Cap Value category were
-23.23%, 5.61% and 4.60% for the one-, five- and ten-year periods ended
September 30, 2008, respectively, and 8.00% since the fund's inception.
(c) Morningstar, Inc. All Rights Reserved. The information contained herein:
(1) is proprietary to Morningstar and/or its content providers: (2) may not
be copied or distributed; and (3) is not warranted to be accurate, complete
or timely. Neither Morningstar nor its content providers are responsible for
any damages or losses arising from any use of this information.

------
5

Equity Income

CONSUMER STAPLES, UTILITIES ENHANCED PERFORMANCE

In consumer staples, our holdings among large packaged-food companies
contributed to relative results. A key holding was Campbell Soup, a leading
producer of soups, simple meals, baked goods, and healthy beverages. Campbell
has benefited from new products and improved pricing.

Strong security selection in utilities added value. Although electric and gas
utilities were down for the benchmark, we owned two top performers--Southern
Co., an electric utility serving primarily the southeast, and Nicor, a gas
distribution company that serves northern Illinois and the Chicago suburbs.

ACQUISITIONS ADDED VALUE

Merger and acquisition activity during the period was also beneficial. We
owned specialty chemical company Rohm and Haas, which announced it would be
bought at a substantial premium by Dow Chemical. UST, the leading producer of
smokeless tobacco products, reported a pending acquisition by Altria Group,
owner of Philip Morris USA.

INDUSTRIALS DETRACTED

Investments in the industrials sector slowed relative performance. A leading
detractor was General Electric, which comprised approximately 4% of the
benchmark. The company's shares suffered in sympathy with the overall decline
in financials due to concern about its financial unit, GE Capital.

ENERGY HAMPERED PROGRESS

In energy, we concentrated our investments in international integrated energy
companies, which we considered more attractively valued than their domestic
competitors. Two of these holdings--Total SA, a French oil and gas company,
and BP Plc., an oil and gas holding company based in the United
Kingdom--detracted as a slowing global economy weighed on their share prices.

OUTLOOK

We will continue to follow our disciplined, bottom-up investment process,
selecting companies one at a time for the portfolio. We see attractive
opportunities in information technology, utilities, and health care, reflected
by overweight positions in these sectors. We continue to be selective in
holdings of consumer discretionary companies and industrials, relying on
fundamental analysis to identify strong, financially-sound businesses whose
securities provide attractive yields.

PORTFOLIO MANAGER SCOTT MOORE HAS LEFT AMERICAN CENTURY INVESTMENTS TO PURSUE
ANOTHER CAREER OPPORTUNITY. PORTFOLIO MANAGER MICHAEL LISS HAS JOINED THE
EQUITY INCOME INVESTMENT TEAM. MR. LISS, A PORTFOLIO MANAGER ON THE VALUE AND
MID CAP VALUE MANAGEMENT TEAMS, PREVIOUSLY SERVED AS A SENIOR INVESTMENT
ANALYST FOR EQUITY INCOME.

Top Five Industries as of September 30, 2008
% of net % of net
assets as of assets as of
9/30/08 3/31/08

Oil, Gas & Consumable Fuels 15.1% 16.0%
Insurance 10.9% 5.3%
Pharmaceuticals 10.0% 7.0%
Diversified Financial Services 7.6% 2.5%
Industrial Conglomerates 4.9% 6.8%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
9/30/08 3/31/08

Common Stocks 77.1% 84.0%
Convertible Bonds 15.2% 13.5%
Convertible Preferred Stocks 6.2% 1.6%
Preferred Stocks 0.3% 0.1%
TOTAL EQUITY EXPOSURE 98.8% 99.2%
Temporary Cash Investments 0.5% 0.3%
Other Assets and Liabilities(1) 0.7% 0.5%

(1) Includes securities lending collateral and other assets and liabilities.

------
6

PERFORMANCE
Value

Total Returns as of September 30, 2008
Average Annual Returns
6 5 10 Since Inception
months(1) 1 year years years Inception Date

INVESTOR CLASS -6.01% -19.99% 6.22% 7.02% 9.89% 9/1/93

RUSSELL 3000
VALUE INDEX(2) -10.16% -22.70% 7.29% 5.86% 9.30%(3) --

S&P 500 INDEX(2) -10.87% -21.98% 5.17% 3.06% 8.29%(3) --

LIPPER MULTI-CAP
VALUE FUNDS INDEX(2) -11.87% -25.26% 4.88% 5.19% 7.93%(3) --

Institutional Class -5.91% -19.80% 6.42% 7.23% 6.41% 7/31/97

A Class(4)
No sales charge* -6.13% -20.08% 5.96% 6.76% 7.79%
With sales charge* -11.49% -24.68% 4.70% 6.13% 7.25% 10/2/96

B Class
No sales charge* -6.48% -20.66% 5.23% -- 7.44%
With sales charge* -11.48% -24.66% 5.07% -- 7.31% 1/31/03

C Class
No sales charge* -6.53% -20.68% 5.22% -- 3.61%
With sales charge* -7.45% -20.68% 5.22% -- 3.61% 6/4/01

R Class -6.25% -20.38% -- -- -0.30% 7/29/05

(1) Total returns for periods less than one year are not annualized.

Lipper Fund Performance -- Performance data is total return, and is
preliminary and subject to revision.

(3) Since 8/31/93, the date nearest the Investor Class's inception for which
data are available.

(4) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.

------
7

Value

Growth of $10,000 Over 10 Years

$10,000 investment made September 30, 1998

One-Year Returns Over 10 Years
Periods ended September 30
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 12.04% 2.95% 12.36% -8.55% 23.02% 19.56% 9.96% 14.69% 12.11% -19.99%

Russell
3000 Value
Index 17.64% 9.35% -7.98% -15.89% 24.89% 20.89% 16.78% 14.55% 13.73% -22.70%

S&P 500
Index 27.80% 13.28% -26.62% -20.49% 24.40% 13.87% 12.25% 10.79% 16.44% -21.98%

Lipper
Multi-Cap
Value
Funds
Index 15.36% 10.61% -6.04% -14.25% 27.08% 17.61% 15.42% 10.94% 12.73% -25.26%

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.

------
8

PORTFOLIO COMMENTARY
Value

Portfolio Managers: Michael Liss, Kevin Toney, and Phil Davidson

PERFORMANCE SUMMARY

Value returned -6.01%* for the six months ended September 30, 2008. By
comparison, the Lipper Multi-Cap Value Index returned -11.87%, while the
median return for Morningstar's Large Cap Value category** (whose performance,
like Value's, reflects fund operating expenses) was -11.23%. Two market
indices--the Russell 3000 Value Index and the S&P 500 Index--returned -10.16%
and -10.87%, respectively. (The portfolio's returns reflect operating
expenses, while the indices' returns do not.)

The volatile market environment described in the Market Perspective on page 2
hampered Value's absolute performance. However, on a relative basis, the
portfolio significantly outpaced the performance of its benchmark, the Russell
3000 Value Index. Value outperformed due to effective security selection and a
continued emphasis on less-risky businesses with sound balance sheets. The
portfolio benefited most from its position in the consumer staples, materials,
and health care sectors. An underweight position in energy stocks hindered
relative performance. The portfolio's complement of international holdings
also restrained performance.

Since Value's inception on September 1, 1993, the portfolio has produced an
average annual return of 9.89%, topping the returns for that period for the
Lipper Multi-Cap Value Index, Morningstar's Large Cap Value category median,**
the Russell 3000 Value Index, and the S&P 500 (see the performance information
on pages 7-8).

CONSUMER STAPLES BOOSTED PERFORMANCE

An overweight and effective security selection in consumer
staples--particularly among food and household products names--contributed
positively to relative performance. Our valuation work uncovered a number of
attractively priced businesses--industry leaders with high and sustainable
market-share positions, solid returns on capital, and good financial strength.
Two top holdings were significant relative contributors. Kraft Foods, the
largest branded food company in the U.S., has put more resources behind fewer
brands and is pushing more of its products into China, Russia, and Brazil.
Kimberly-Clark Corp., one of the largest makers of personal-care and paper
products, benefited from ongoing cost cutting and price increases. Its share
price rose on anticipation of lower prices for oil, natural gas, and pulp,
helping its profit margins.

Top Ten Holdings as of September 30, 2008
% of net % of net
assets as of assets as of
9/30/08 3/31/08

General Electric Co. 5.9% 4.9%
Exxon Mobil Corp. 5.0% 4.7%
AT&T Inc. 3.4% 3.8%
Kimberly-Clark Corp. 3.2% 2.9%
JPMorgan Chase & Co. 3.0% 1.4%
Bank of America Corp. 2.9% 2.2%
BP plc ADR 2.8% 3.8%
Johnson & Johnson 2.5% 2.6%
Kraft Foods Inc. Cl A 2.4% 4.0%
Bemis Co., Inc. 2.3% 3.2%

* All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

** The median returns for Morningstar's Large Cap Value category were
-23.23%, 5.61% and 4.60% for the one-, five- and ten-year periods ended
September 30, 2008, respectively, and 7.99% since the fund's inception.
(c) Morningstar, Inc. All Rights Reserved. The information contained herein:
(1) is proprietary to Morningstar and/or its content providers: (2) may not
be copied or distributed; and (3) is not warranted to be accurate, complete
or timely. Neither Morningstar nor its content providers are responsible for
any damages or losses arising from any use of this information.

------
9

Value

MATERIALS, HEALTH CARE CONTRIBUTED

The materials sector was another source of relative outperformance. In the
containers and packaging segment, effective security selection added to
results. A top contributor was Bemis Co., one of Value's largest holdings.
Bemis, a major producer of flexible packaging, primarily for the food
industry, reported an increase in profits from the sale of its flexible and
dry-food packaging products.

Value held no metals and mining company stocks, which enhanced its progress
versus the benchmark. For some time, we have had limited exposure to this
segment because we believe earnings are at peak levels and unsustainable. This
proved advantageous as falling commodity prices put pressure on earnings.

In the health care sector, Value benefited from its mix of stocks in the
pharmaceutical and health care equipment industries. One key holding was
Beckman Coulter. The manufacturer of diagnostic testing instruments and
consumables reported increased revenue on sales of clinical diagnostic
equipment.

ENERGY DETRACTED

The energy sector was the source of two top detractors--French oil company,
Total SA and Equitable Resources, a natural gas company involved in both
exploration and production, primarily in the Appalachian region. Total's share
price declined, partly on fears that a global recession would end high oil
prices. Despite its strong resource base, Equitable's prospects dimmed as
natural gas prices fell and its access to capital was restricted by tight
credit conditions, which hindered its ability to execute its growth plans.

OUTLOOK

We will continue to follow our disciplined, bottom-up process, selecting
securities one at a time for the portfolio. We see opportunities in consumer
staples, industrials, and information technology companies, reflected by
overweight positions in these sectors relative to the benchmark. Our
fundamental analysis and valuation work are also directing us toward relative
underweights in financials and energy stocks.

PORTFOLIO MANAGER SCOTT MOORE HAS LEFT AMERICAN CENTURY INVESTMENTS TO PURSUE
ANOTHER CAREER OPPORTUNITY. MICHAEL LISS, WHO IS ALSO ON THE MID CAP VALUE AND
EQUITY INCOME MANAGEMENT TEAMS, CONTINUES TO CO-MANAGE VALUE. PORTFOLIO
MANAGER KEVIN TONEY HAS JOINED THE VALUE MANAGEMENT TEAM. MR. TONEY, A
PORTFOLIO MANAGER ON THE EQUITY INCOME AND MID CAP VALUE PORTFOLIOS,
PREVIOUSLY SERVED AS A SENIOR INVESTMENT ANALYST FOR VALUE.

Top Five Industries as of September 30, 2008
% of net % of net
assets as of assets as of
9/30/08 3/31/08

Oil, Gas & Consumable Fuels 11.6% 9.9%
Pharmaceuticals 8.3% 6.7%
Food Products 7.3% 10.4%
Industrial Conglomerates 7.1% 5.7%
Diversified Financial Services 6.6% 4.1%

Types of Investments in Portfolio
% of net % of net
assets as of assets as of
9/30/08 3/31/08

Domestic Common Stocks 90.9% 91.1%
Foreign Common Stocks(1) 8.9% 7.9%
TOTAL COMMON STOCKS 99.8% 99.0%
Temporary Cash Investments 1.5% 2.0%
Other Assets and Liabilities(2) (1.3)% (1.0)%

(1) Includes depositary shares, dual listed securities and foreign ordinary
shares.

(2) Includes securities lending collateral and other assets and liabilities.

------
10

PERFORMANCE
Large Company Value

Total Returns as of September 30, 2008
Average Annual
Returns
6 5 Since Inception
months(1) 1 year years Inception Date

INVESTOR CLASS -12.58% -25.28% 5.07% 3.65% 7/30/99

RUSSELL 1000
VALUE INDEX(2) -11.10% -23.56% 7.12% 3.27% --

S&P 500 INDEX(2) -10.87% -21.98% 5.17% 0.26% --

Institutional Class -12.49% -25.13% 5.27% 3.26% 8/10/01

A Class(3)
No sales charge* -12.55% -25.46% 4.81% 4.57%
With sales charge* -17.52% -29.74% 3.58% 3.78% 10/26/00

B Class
No sales charge* -12.84% -25.95% 4.09% 6.19%
With sales charge* -17.84% -29.95% 3.92% 6.05% 1/31/03

C Class
No sales charge* -12.88% -26.02% 4.07% 2.95%
With sales charge* -13.75% -26.02% 4.07% 2.95% 11/7/01

R Class -12.80% -25.65% 4.54% 4.22% 8/29/03

(1) Total returns for periods less than one year are not annualized.

(3) Prior to December 3, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.

------
11

Large Company Value

Growth of $10,000 Over Life of Class

$10,000 investment made July 30, 1999

One-Year Returns Over Life of Class
Periods ended September 30
               1999*     2000      2001       2002      2003     2004     2005    2006     2007      2008

Investor
Class         -8.56%     5.67%    4.99%     -13.70%    23.93%   18.84%   12.38%  13.42%   13.15%   -25.28%

Russell
1000
Value
Index         -7.08%     8.91%    -8.91%    -16.95%    24.37%   20.52%   16.69%  14.62%   14.45%   -23.56%

S&P 500
Index         -3.22%    13.28%   -26.62%    -20.49%    24.40%   13.87%   12.25%  10.79%   16.44%   -21.98%

* From 7/30/99, the Investor Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the
indices are provided for comparison. The fund's total returns include
operating expenses (such as transaction costs and management fees) that reduce
returns, while the total returns of the indices do not.


------
12


PORTFOLIO COMMENTARY
Large Company Value

Portfolio Managers: Chuck Ritter and Brendan Healy

PERFORMANCE SUMMARY

Large Company Value returned -12.58%* for the six months ended September 30,
2008. By comparison, its benchmark, the Russell 1000 Value Index, returned
-11.10%. The broader market, as measured by the S&P 500, returned -10.87%.
The portfolio's return reflects operating expenses, while the indices'
returns do not. The median return for Morningstar's Large Cap Value category
(whose performance, like Large Company Value's, reflects operating expenses)
was -11.23%.**

The volatile market environment described in the Market Perspective on page 2
hampered Large Company Value's absolute and relative performance. U.S. equity
indices were almost universally down for the six months. Value outperformed
growth--except among mega-cap stocks (shares of especially large companies,
represented by the Russell Top 200 Index). Large Company Value was slowed by
its position in the financials sector and holdings among utilities and
consumer discretionary stocks. On the positive side, the portfolio benefited
from strong security selection in the information technology, health care, and
consumer staples sectors.

Since Large Company Value's inception on July 30, 1999, the portfolio has
produced an average annual return of 3.65%, topping the returns for
Morningstar's Large Cap Value category median,** the Russell 1000 Value Index,
and the S&P 500 for that period (see performance information on pages 11-12).

FINANCIALS HINDERED PROGRESS

Even an underweight in financials--the portfolio's largest source of relative
underperformance--was insufficient to protect Large Company Value from the
turmoil in the sector. Although we continue to be selective about portfolio
holdings, our complement of insurance stocks hampered results. A top detractor
was American International Group (AIG), the leading U.S.-based international
insurer. AIG's shares fell significantly after the Federal Reserve stepped in
to rescue the company from bankruptcy. We eliminated the position during the
reporting period.

Also slowing progress was a significant underweight in real estate investment
trusts (REITS), which boosted returns for the benchmark. We continued to limit
exposure to this segment because we believe REITS are overvalued relative to
their fundamentals.

Top Ten Holdings as of September 30, 2008
                             % of net       % of net
                           assets as of   assets as of
                              9/30/08        3/31/08

Exxon Mobil Corp.              5.6%           5.1%
General Electric Co.           4.7%           5.0%
Chevron Corp.                  4.6%           3.6%
JPMorgan Chase & Co.           3.5%           2.6%
AT&T Inc.                      3.5%           4.0%
ConocoPhillips                 3.1%           2.4%
Citigroup Inc.                 3.1%           2.7%
Johnson & Johnson              3.0%           2.7%
Pfizer Inc.                    2.9%           2.6%
Bank of America Corp.          2.8%           3.0%

* All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

** The median returns for Morningstar's Large Cap Value category were -23.23%
and 5.61% one- and five-year periods ended September 30, 2008, respectively,
and 2.50% since the fund's inception. (c) Morningstar, Inc. All Rights
Reserved. The information contained herein: (1) is proprietary to Morningstar
and/or its content providers: (2) may not be copied or distributed; and (3) is
not warranted to be accurate, complete or timely. Neither Morningstar nor its
content providers are responsible for any damages or losses arising from any
use of this information.


------
13


Large Company Value

UTILITIES, CONSUMER DISCRETIONARY DETRACTED

The portfolio's mix of electric utilities was a drag on relative performance.
A key detractor was Exelon, the nation's largest nuclear generator, which saw
its cost advantage over carbon-based generators decline as oil and gas prices
fell.

In consumer discretionary stocks, our holdings in the media industry hampered
performance. The sector provided two key detractors--entertainment giant
Viacom, and newspaper publisher Gannett Co. Both companies have been hurt by a
significant drop-off in advertising revenue.

INFORMATION TECHNOLOGY CONTRIBUTED

On the positive side, the portfolio benefited most from strong security
selection in the information technology sector, with most of the gains coming
from large leading software and technology companies. A significant holding
was computer and peripheral maker Hewlett-Packard. Its acquisition of
outsourcing giant Electronic Data Systems appears to offer a competitive
advantage and could add value through reorganization and cost-cutting efforts.
High-tech giant International Business Machines (IBM) reported strong earnings
from growth in its software and services divisions.

HEALTH CARE, CONSUMER STAPLES ADDED VALUE

Large Company Value's position in health care and consumer staples contributed
to results. During difficult economic times or periods of stock market
turbulence, investors often regard consumer staples and health care stocks as
lower-risk, defensive investments. Moreover, our preference for large industry
leaders proved advantageous as many of these names outperformed.

In health care, a key holding was Abbott Laboratories, which develops and
manufactures laboratory diagnostics, medical devices and pharmaceutical
therapies. Abbott reported strong sales across its entire product line,
including Humira (a drug that treats autoimmune diseases). In consumer
staples, a significant contributor was Wal-Mart Stores. The slowing economy
has put pressure on consumers, making the retailer's low-price strategy
particularly appealing.

OUTLOOK

We continue to be bottom-up investment managers, evaluating each company
individually and building the portfolio one stock at a time. Large Company
Value is broadly diversified, with ongoing overweight positions in the
information technology, energy, and industrials sectors. Our valuation work is
also directing us toward smaller relative weightings in financials and
utilities stocks. We are still finding greater value opportunities among
mega-cap stocks and have maintained our bias toward these firms.

Top Five Industries as of September 30, 2008
                                              % of net       % of net
                                            assets as of   assets as of
                                               9/30/08        3/31/08

Oil, Gas & Consumable Fuels                     16.7%          13.9%
Pharmaceuticals                                 9.9%           8.9%
Diversified Financial Services                  9.4%           8.3%
Diversified Telecommunication Services          5.9%           6.0%
Industrial Conglomerates                        5.1%           5.7%

Types of Investments in Portfolio
                                              % of net       % of net
                                            assets as of   assets as of
                                               9/30/08        3/31/08

Common Stocks & Futures                         99.3%          99.1%
Temporary Cash Investments                      1.3%           0.8%
Other Assets and Liabilities(1)                (0.6)%          0.1%

(1) Includes securities lending collateral and other assets and liabilities.


------
14


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from April 1, 2008 to September 30, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
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), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


------
15


                         Beginning    Ending
                          Account    Account      Expenses Paid    Annualized
                           Value      Value      During Period*      Expense
                          4/1/08     9/30/08    4/1/08 - 9/30/08     Ratio*
Equity Income

ACTUAL
Investor Class            $1,000     $957.30          $4.76           0.97%
Institutional Class       $1,000     $957.00          $3.78           0.77%
A Class                   $1,000     $956.10          $5.98           1.22%
B Class                   $1,000     $952.60          $9.64           1.97%
C Class                   $1,000     $952.60          $9.64           1.97%
R Class                   $1,000     $953.50          $7.20           1.47%

HYPOTHETICAL
Investor Class            $1,000    $1,020.21         $4.91           0.97%
Institutional Class       $1,000    $1,021.21         $3.90           0.77%
A Class                   $1,000    $1,018.95         $6.17           1.22%
B Class                   $1,000    $1,015.19         $9.95           1.97%
C Class                   $1,000    $1,015.19         $9.95           1.97%
R Class                   $1,000    $1,017.70         $7.44           1.47%

Value

ACTUAL
Investor Class            $1,000     $939.90          $4.86           1.00%
Institutional Class       $1,000     $940.90          $3.89           0.80%
A Class                   $1,000     $938.70          $6.08           1.25%
B Class                   $1,000     $935.20          $9.70           2.00%
C Class                   $1,000     $934.70          $9.70           2.00%
R Class                   $1,000     $937.50          $7.29           1.50%

HYPOTHETICAL
Investor Class            $1,000    $1,020.05         $5.06           1.00%
Institutional Class       $1,000    $1,021.06         $4.05           0.80%
A Class                   $1,000    $1,018.80         $6.33           1.25%
B Class                   $1,000    $1,015.04        $10.10           2.00%
C Class                   $1,000    $1,015.04        $10.10           2.00%
R Class                   $1,000    $1,017.55         $7.59           1.50%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 183, the number of days in the most recent fiscal half-year,
divided by 365, to reflect the one-half year period.


------
16


                         Beginning    Ending
                          Account    Account      Expenses Paid    Annualized
                           Value      Value      During Period*      Expense
                          4/1/08     9/30/08    4/1/08 - 9/30/08     Ratio*
Large Company Value

ACTUAL
Investor Class            $1,000     $874.20          $3.90           0.83%
Institutional Class       $1,000     $875.10          $2.96           0.63%
A Class                   $1,000     $874.50          $5.08           1.08%
B Class                   $1,000     $871.60          $8.59           1.83%
C Class                   $1,000     $871.20          $8.58           1.83%
R Class                   $1,000     $872.00          $6.24           1.33%

HYPOTHETICAL
Investor Class            $1,000    $1,020.91         $4.20           0.83%
Institutional Class       $1,000    $1,021.91         $3.19           0.63%
A Class                   $1,000    $1,019.65         $5.47           1.08%
B Class                   $1,000    $1,015.89         $9.25           1.83%
C Class                   $1,000    $1,015.89         $9.25           1.83%
R Class                   $1,000    $1,018.40         $6.73           1.33%

* Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 183, the number of days in the most recent fiscal half-year,
divided by 365, to reflect the one-half year period.


------
17


SCHEDULE OF INVESTMENTS
Equity Income

SEPTEMBER 30, 2008 (UNAUDITED)

Shares                                                                         Value

Common Stocks -- 77.1%

AEROSPACE & DEFENSE -- 0.1%
        118,627  Northrop Grumman Corp.                                  $ 7,181,671
                                                                      --------------
AIR FREIGHT & LOGISTICS -- 0.8%
        637,821  United Parcel Service, Inc. Cl B                         40,112,563
                                                                      --------------
AUTOMOBILES -- 0.4%
        669,900  Honda Motor Co., Ltd. ORD                                19,899,107
                                                                      --------------
BEVERAGES -- 0.6%
        557,800  Coca-Cola Co. (The)                                      29,496,464
                                                                      --------------
CAPITAL MARKETS -- 1.5%
      1,649,730  AllianceBernstein Holding L.P.                           61,056,507
        464,900  Merrill Lynch & Co., Inc.                                11,761,970
                                                                      --------------
                                                                          72,818,477
                                                                      --------------
CHEMICALS -- 1.0%
        366,300  Dow Chemical Co. (The)                                   11,641,014
        893,300  du Pont (E.I.) de Nemours & Co.                          35,999,990
                                                                      --------------
                                                                          47,641,004
                                                                      --------------
COMMERCIAL BANKS -- 1.0%
        312,900  Associated Banc-Corp                                      6,242,355
        354,991  Marshall & Ilsley Corp.                                   7,153,069
        434,600  PNC Financial Services Group, Inc.                       32,464,620
                                                                      --------------
                                                                          45,860,044
                                                                      --------------
COMMERCIAL SERVICES & SUPPLIES -- 1.0%
        132,100  Pitney Bowes, Inc.                                        4,393,646
      1,328,345  Waste Management, Inc.                                   41,829,584
                                                                      --------------
                                                                          46,223,230
                                                                      --------------
COMMUNICATIONS EQUIPMENT -- 0.1%
        266,500  Nokia Oyj ADR                                             4,970,225
                                                                      --------------
DIVERSIFIED(1)
          7,900  Standard and Poor's 500 Depositary Receipt
                 Series 1                                                    916,558
                                                                      --------------
DIVERSIFIED FINANCIAL SERVICES -- 2.1%
      2,120,700  JPMorgan Chase & Co.                                     99,036,690
                                                                      --------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 4.6%
      7,281,600  AT&T Inc.                                               203,302,272
        310,700  Embarq Corp.                                             12,598,885
        342,200  Frontier Communications Corp.                             3,935,300
                                                                      --------------
                                                                         219,836,457
                                                                      --------------

Shares                                                                         Value

ELECTRIC UTILITIES -- 4.9%
      2,112,443  Portland General Electric Co.                          $ 49,980,401
      2,749,900  Southern Co.                                            103,643,731
      3,447,649  Westar Energy Inc.                                       79,433,833
                                                                      --------------
                                                                         233,057,965
                                                                      --------------
ELECTRICAL EQUIPMENT -- 0.6%
        758,800  Hubbell Inc. Cl B                                        26,595,940
                                                                      --------------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS -- 0.6%
        676,200  AVX Corp.                                                 6,890,478
      1,142,400  Molex Inc. Cl A                                          23,773,344
                                                                      --------------
                                                                          30,663,822
                                                                      --------------
FOOD & STAPLES RETAILING -- 0.8%
        664,716  Wal-Mart Stores, Inc.                                    39,809,841
                                                                      --------------
FOOD PRODUCTS -- 3.6%
      1,639,221  Campbell Soup Co.                                        63,273,931
        783,000  Hershey Co. (The)                                        30,959,820
      1,968,320  Kraft Foods Inc. Cl A                                    64,462,480
        442,000  Unilever N.V. CVA                                        12,489,095
                                                                      --------------
                                                                         171,185,326
                                                                      --------------
GAS UTILITIES -- 3.5%
      2,751,000  AGL Resources Inc.                                       86,326,380
      2,492,188  WGL Holdings Inc.(2)                                     80,871,501
                                                                      --------------
                                                                         167,197,881
                                                                      --------------
HOTELS, RESTAURANTS & LEISURE -- 0.2%
        116,600  McDonald's Corp.                                          7,194,220
                                                                      --------------
HOUSEHOLD DURABLES -- 1.2%
        746,100  Whirlpool Corp.                                          59,158,269
                                                                      --------------
HOUSEHOLD PRODUCTS -- 4.1%
        914,924  Kimberly-Clark Corp.                                     59,323,672
      1,978,300  Procter & Gamble Co. (The)                              137,867,727
                                                                      --------------
                                                                         197,191,399
                                                                      --------------
INDUSTRIAL CONGLOMERATES -- 4.9%
      9,175,400  General Electric Co.                                    233,972,700
                                                                      --------------
INSURANCE -- 9.8%
      1,532,515  ACE Ltd.                                                 82,955,037
      2,382,100  Allstate Corp.                                          109,862,451
      1,968,700  Chubb Corp.                                             108,081,630
        754,600  Gallagher (Arthur J.) & Co.                              19,363,036
      2,226,280  Marsh & McLennan Companies, Inc.                         70,706,653
      1,449,641  MetLife, Inc.                                            81,179,896
                                                                      --------------
                                                                         472,148,703
                                                                      --------------


------
18


Equity Income

Shares                                                                         Value

IT SERVICES -- 0.3%
        268,700  Automatic Data Processing, Inc.                        $ 11,486,925
         20,100  International Business Machines Corp.                     2,350,896
                                                                      --------------
                                                                          13,837,821
                                                                      --------------
METALS & MINING -- 0.6%
      1,214,000  Alcoa Inc.                                               27,412,120
                                                                      --------------
OIL, GAS & CONSUMABLE FUELS -- 14.3%
      1,376,300  BP plc ADR                                               69,048,971
      6,725,100  BP plc ORD                                               55,992,897
      1,605,700  Chevron Corp.                                           132,438,136
      3,839,229  Exxon Mobil Corp.                                       298,154,524
      2,134,000  Total SA ORD                                            128,768,968
                                                                      --------------
                                                                         684,403,496
                                                                      --------------
PAPER & FOREST PRODUCTS -- 0.9%
        463,312  International Paper Co.                                  12,129,508
        530,191  Weyerhaeuser Co.                                         32,118,971
                                                                      --------------
                                                                          44,248,479
                                                                      --------------
PHARMACEUTICALS -- 9.5%
        496,400  Abbott Laboratories                                      28,582,712
      3,656,600  Bristol-Myers Squibb Co.                                 76,240,110
      1,691,100  Johnson & Johnson                                       117,159,408
      2,065,000  Merck & Co., Inc.                                        65,171,400
      6,582,600  Pfizer Inc.                                             121,383,144
      1,320,000  Wyeth                                                    48,760,800
                                                                      --------------
                                                                         457,297,574
                                                                      --------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.8%
        325,600  ProLogis                                                 13,437,512
        498,550  Rayonier, Inc.                                           23,606,343
                                                                      --------------
                                                                          37,043,855
                                                                      --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.2%
        660,300  Applied Materials, Inc.                                   9,990,339
                                                                      --------------
SOFTWARE -- 0.2%
        459,800  Microsoft Corp.                                          12,272,062
                                                                      --------------
SPECIALTY RETAIL -- 0.5%
        749,500  Lowe's Companies, Inc.                                   17,755,655
         81,300  Sherwin-Williams Co. (The)                                4,647,108
                                                                      --------------
                                                                          22,402,763
                                                                      --------------
THRIFTS & MORTGAGE FINANCE -- 2.4%
          4,982,5People's United Financial, Inc.                          95,913,857
      1,016,396  Washington Federal, Inc.                                 18,752,506
                                                                      --------------
                                                                         114,666,363
                                                                      --------------
TOTAL COMMON STOCKS
(Cost $3,661,948,626)                                                  3,695,743,428
                                                                      --------------

Principal Amount                                                               Value

Convertible Bonds -- 15.2%

CAPITAL MARKETS -- 2.0%
      $ 421,000  Deutsche Bank AG (London), (convertible into
                 Ameriprise Financial, Inc.), 13.27%, 10/31/2008(3)     $ 16,307,259
        500,000  Deutsche Bank AG (London), (convertible into
                 Ameriprise Financial, Inc.), 19.96%, 3/17/09(3)(4)       19,670,579
      2,880,000  Deutsche Bank AG (London), (convertible into
                 Charles Schwab Corp. (The)), 16.30%, 1/27/09(3)(4)       59,988,454
                                                                      --------------
                                                                          95,966,292
                                                                      --------------
FOOD PRODUCTS -- 0.5%
     22,981,000  Tyson Foods, Inc., 3.25%, 10/15/13                       21,544,688
                                                                      --------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 2.8%
    121,436,000  Beckman Coulter, Inc., 2.50%, 12/15/36                  133,427,804
                                                                      --------------
HEALTH CARE PROVIDERS & SERVICES -- 1.0%
     52,649,000  Lincare Holdings Inc., Series A, 2.75%, 11/1/37          48,108,024
                                                                      --------------
INSURANCE -- 1.1%
      1,886,800  Deutsche Bank AG (London), (convertible into
                 Marsh & McLennan Companies, Inc.), 9.50%,
                 1/8/09(3)(4)                                             53,157,648
                                                                      --------------
IT SERVICES -- 0.7%
     28,282,000  DST Systems, Inc., 3.625%, 8/15/23                       32,488,948
                                                                      --------------
METALS & MINING -- 0.5%
     25,486,000  Newmont Mining Corp., 1.625%, 7/15/17                    25,995,720
                                                                      --------------
MULTILINE RETAIL -- 0.5%
        526,300  Credit Suisse Nassau, (convertible into Target
                 Corp.), 14.25%, 2/27/09(3)                               25,715,520
                                                                      --------------
OIL, GAS & CONSUMABLE FUELS -- 0.8%
     23,693,000  Peabody Energy Corp., 4.75%, 12/15/66                    21,471,781
     17,968,000  St. Mary Land & Exploration Co., 3.50%, 4/1/27           17,181,900
                                                                      --------------
                                                                          38,653,681
                                                                      --------------
PHARMACEUTICALS -- 0.5%
     26,005,000  Watson Pharmaceuticals, Inc., 1.75%, 3/15/23             24,379,688
                                                                      --------------


------
19


Equity Income

Shares/Principal Amount                                                        Value

REAL ESTATE INVESTMENT TRUSTS (REITS) -- 1.0%
   $ 20,000,000  Boston Properties L.P., 3.625%, 2/15/14                $ 18,800,000
     28,120,000  Host Hotels & Resorts L.P., 3.25%, 4/15/24(4)            27,733,350
                                                                      --------------
                                                                          46,533,350
                                                                      --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.8%
    208,445,000  Intel Corp., 2.95%, 12/15/35                            183,171,043
                                                                      --------------
TOTAL CONVERTIBLE BONDS
(Cost $757,118,604)                                                      729,142,406
                                                                      --------------
Convertible Preferred Stocks -- 6.2%

DIVERSIFIED FINANCIAL SERVICES -- 5.2%
        299,403  Bank of America Corp., 7.25%, 12/31/49                  250,899,714
                                                                      --------------
HOUSEHOLD DURABLES -- 1.0%
      1,208,625  Newell Financial Trust I, 5.25%, 12/1/27                 46,909,758
                                                                      --------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $353,161,131)                                                      297,809,472
                                                                      --------------

Shares                                                                         Value

Preferred Stocks -- 0.3%

DIVERSIFIED FINANCIAL SERVICES -- 0.3%
     803,659  Citigroup, Inc., 8.125%, 2/15/18                          $ 13,260,374
                                                                      --------------
REAL ESTATE INVESTMENT TRUSTS (REITS)(1)
      46,980  Public Storage, Inc., 7.50%, 11/28/08                          915,170
                                                                      --------------
TOTAL PREFERRED STOCKS
(Cost $15,791,180)                                                        14,175,544
                                                                      --------------
Temporary Cash Investments -- 0.5%

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 3.00%,
7/15/12, valued at $25,946,491), in a joint trading account at
0.03%, dated 9/30/08, due 10/1/08 (Delivery value $25,500,021)
(Cost $25,500,000)                                                        25,500,000
                                                                      --------------
TOTAL INVESTMENT SECURITIES -- 99.3%
(Cost $4,813,519,541)                                                  4,762,370,850
                                                                      --------------
OTHER ASSETS AND LIABILITIES -- 0.7%                                      32,823,198
                                                                      --------------
TOTAL NET ASSETS -- 100.0%                                            $4,795,194,048
                                                                      ==============

Forward Foreign Currency Exchange Contracts

                                 Settlement                    Unrealized
       Contracts to Sell            Date          Value        Gain (Loss)

      85,218,375  Euro for USD    10/31/08      $120,360,371     $4,291,781
      58,394,603  GBP for USD     10/31/08       104,093,870      3,258,769
   1,454,352,900  JPY for USD     10/31/08        13,744,222          7,142
                                                ------------   ------------
                                                $238,198,463     $7,557,692
                                                ============   ============

(Value on Settlement Date $245,756,155)

Notes to Schedule of Investments

ADR = American Depositary Receipt
CVA = Certificaten Van Aandelen
GBP = British Pound
JPY = Japanese Yen
ORD = Foreign Ordinary Share
USD = United States Dollar

(1) Industry is less than 0.05% of total net assets.

(2) Affiliated Company: the fund's holding represents ownership of 5% or more
of the voting securities of the company; therefore, the company is affiliated
as defined in the Investment Company Act of 1940.

(3) Equity-linked debt security. The aggregated value of these securities at
September 30, 2008, was $174,839,459, which represented 3.6% of total net
assets.

(4) Security was purchased under Rule 144A of the Securities Act of 1933 or is
a private placement and, unless registered under the Act or exempted from
registration, may only be sold to qualified institutional investors. The
aggregate value of these securities at September 30, 2008, was $160,550,031,
which represented 3.3% of total net assets.

See Notes to Financial Statements.


------
20


Value

SEPTEMBER 30, 2008 (UNAUDITED)

Shares                                                                  Value

Common Stocks -- 99.8%

AEROSPACE & DEFENSE -- 0.4%
     131,350  Northrop Grumman Corp.                              $ 7,951,931
                                                               --------------
AIR FREIGHT & LOGISTICS -- 1.2%
     332,350  United Parcel Service, Inc. Cl B                     20,901,492
                                                               --------------
AIRLINES -- 0.5%
     569,720  Southwest Airlines Co.                                8,266,637
                                                               --------------
AUTO COMPONENTS -- 0.8%
     402,280  Autoliv, Inc.                                        13,576,950
                                                               --------------
AUTOMOBILES -- 1.8%
     212,800  Honda Motor Co., Ltd. ORD                             6,321,138
     128,550  Thor Industries Inc.(1)                               3,190,611
     546,600  Toyota Motor Corp. ORD                               23,210,352
                                                               --------------
                                                                   32,722,101
                                                               --------------
BEVERAGES -- 1.3%
     194,380  Anheuser-Busch Companies, Inc.                       12,611,374
      92,220  Coca-Cola Co. (The)                                   4,876,594
      89,950  PepsiCo, Inc.                                         6,410,737
                                                               --------------
                                                                   23,898,705
                                                               --------------
BIOTECHNOLOGY -- 0.6%
     177,240  Amgen Inc.(2)                                        10,505,015
                                                               --------------
BUILDING PRODUCTS -- 0.3%
     260,510  Masco Corp.                                           4,673,549
                                                               --------------
CAPITAL MARKETS -- 3.3%
     497,520  AllianceBernstein Holding L.P.                       18,413,215
     174,550  Ameriprise Financial Inc.                             6,667,810
     114,960  Goldman Sachs Group, Inc. (The)                      14,714,880
     273,360  Legg Mason, Inc.                                     10,404,082
     333,540  Merrill Lynch & Co., Inc.                             8,438,562
                                                               --------------
                                                                   58,638,549
                                                               --------------
CHEMICALS -- 1.9%
     297,350  du Pont (E.I.) de Nemours & Co.                      11,983,205
     394,120  International Flavors & Fragrances Inc.              15,551,975
      97,420  Minerals Technologies Inc.                            5,782,851
                                                               --------------
                                                                   33,318,031
                                                               --------------
COMMERCIAL BANKS -- 3.8%
     816,300  Associated Banc-Corp                                 16,285,185
     244,240  BB&T Corp.                                            9,232,272
     678,470  Marshall & Ilsley Corp.                              13,671,171
     193,280  SunTrust Banks, Inc.                                  8,695,667

Shares                                                                  Value

     472,770  U.S. Bancorp                                       $ 17,029,175
      78,580  Zions Bancorporation                                  3,041,046
                                                               --------------
                                                                   67,954,516
                                                               --------------
COMMERCIAL SERVICES & SUPPLIES -- 2.8%
     492,750  Avery Dennison Corp.                                 21,917,520
     308,250  Pitney Bowes, Inc.                                   10,252,395
     265,930  Republic Services, Inc.                               7,972,581
     302,630  Waste Management, Inc.                                9,529,819
                                                               --------------
                                                                   49,672,315
                                                               --------------
COMMUNICATIONS EQUIPMENT -- 0.1%
     150,970  Nokia Oyj ADR                                         2,815,591
                                                               --------------
COMPUTERS & PERIPHERALS -- 0.9%
     465,550  Diebold, Inc.                                        15,414,361
                                                               --------------
CONTAINERS & PACKAGING -- 2.3%
   1,544,520  Bemis Co., Inc.                                      40,342,862
                                                               --------------
DISTRIBUTORS -- 0.9%
     386,540  Genuine Parts Co.                                    15,542,773
                                                               --------------
DIVERSIFIED FINANCIAL SERVICES -- 6.6%
   1,455,990  Bank of America Corp.                                50,959,650
   1,125,760  JPMorgan Chase & Co.                                 52,572,992
     406,880  McGraw-Hill Companies, Inc. (The)                    12,861,477
                                                               --------------
                                                                  116,394,119
                                                               --------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 4.8%
   2,132,270  AT&T Inc.                                            59,532,978
     808,530  Verizon Communications Inc.                          25,945,728
                                                               --------------
                                                                   85,478,706
                                                               --------------
ELECTRIC UTILITIES -- 2.9%
     654,120  IDACORP, Inc.                                        19,028,351
     122,820  Southern Co.                                          4,629,086
   1,216,500  Westar Energy Inc.                                   28,028,160
                                                               --------------
                                                                   51,685,597
                                                               --------------
ELECTRICAL EQUIPMENT -- 1.4%
     166,010  Emerson Electric Co.                                  6,771,548
     511,950  Hubbell Inc. Cl B                                    17,943,847
                                                               --------------
                                                                   24,715,395
                                                               --------------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS -- 2.4%
   1,046,880  Molex Inc.                                           23,502,456
     695,620  Tyco Electronics Ltd.                                19,240,849
                                                               --------------
                                                                   42,743,305
                                                               --------------
FOOD & STAPLES RETAILING -- 0.3%
      77,240  Wal-Mart Stores, Inc.                                 4,625,904
                                                               --------------


------
21


Value

Shares                                                                  Value

FOOD PRODUCTS -- 7.3%
     210,460  Campbell Soup Co.                                   $ 8,123,756
   1,665,970  ConAgra Foods, Inc.                                  32,419,776
     237,390  Hershey Co. (The)                                     9,386,401
     175,560  Kellogg Co.                                           9,848,916
   1,274,500  Kraft Foods Inc. Cl A                                41,739,875
     983,360  Unilever N.V. CVA                                    27,785,694
                                                               --------------
                                                                  129,304,418
                                                               --------------
GAS UTILITIES -- 1.0%
     231,260  Southwest Gas Corp.                                   6,997,928
     328,510  WGL Holdings Inc.                                    10,660,149
                                                               --------------
                                                                   17,658,077
                                                               --------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 1.9%
     443,300  Beckman Coulter, Inc.                                31,469,867
     228,960  Boston Scientific Corp.(2)                            2,809,339
                                                               --------------
                                                                   34,279,206
                                                               --------------
HEALTH CARE PROVIDERS & SERVICES -- 0.3%
     192,650  LifePoint Hospitals Inc.(2)                           6,191,771
                                                               --------------
HOTELS, RESTAURANTS & LEISURE -- 2.2%
     477,010  International Speedway Corp. Cl A                    18,560,459
   1,033,340  Speedway Motorsports Inc.                            20,129,463
                                                               --------------
                                                                   38,689,922
                                                               --------------
HOUSEHOLD DURABLES -- 0.6%
     125,040  Whirlpool Corp.                                       9,914,422
                                                               --------------
HOUSEHOLD PRODUCTS -- 4.3%
     183,030  Clorox Co.                                           11,474,151
     882,720  Kimberly-Clark Corp.                                 57,235,564
      95,720  Procter & Gamble Co. (The)                            6,670,727
                                                               --------------
                                                                   75,380,442
                                                               --------------
INDUSTRIAL CONGLOMERATES -- 7.1%
     304,750  3M Co.                                               20,817,473
   4,098,440  General Electric Co.                                104,510,220
                                                               --------------
                                                                  125,327,693
                                                               --------------
INSURANCE -- 6.2%
     463,040  Allstate Corp.                                       21,355,405
         230  Berkshire Hathaway Inc. Cl A(2)                      30,038,000
     213,960  Chubb Corp.                                          11,746,404
     216,300  Hartford Financial Services Group Inc. (The)          8,866,137
   1,024,630  Marsh & McLennan Companies, Inc.                     32,542,249
     120,310  Travelers Companies, Inc. (The)                       5,438,012
                                                               --------------
                                                                  109,986,207
                                                               --------------

Shares                                                                  Value

LEISURE EQUIPMENT & PRODUCTS -- 0.3%
     251,540  RC2 Corp.(2)                                        $ 5,030,800
                                                               --------------
MULTILINE RETAIL -- 0.6%
     212,700  Target Corp.                                         10,432,935
                                                               --------------
MULTI-UTILITIES -- 2.6%
     118,660  Ameren Corp.                                          4,631,300
     123,620  Consolidated Edison, Inc.                             5,310,715
     366,010  Puget Energy, Inc.                                    9,772,467
     413,360  Wisconsin Energy Corp.                               18,559,864
     442,940  Xcel Energy Inc.                                      8,854,371
                                                               --------------
                                                                   47,128,717
                                                               --------------
OIL, GAS & CONSUMABLE FUELS -- 11.6%
      68,060  Apache Corp.                                          7,097,297
     992,910  BP plc ADR                                           49,814,295
     176,450  Chevron Corp.                                        14,553,596
      63,380  Devon Energy Corp.                                    5,780,256
     349,860  Equitable Resources Inc.                             12,836,363
   1,130,730  Exxon Mobil Corp.                                    87,812,491
      79,310  Royal Dutch Shell plc ADR                             4,680,083
     390,010  Total SA ORD                                         23,533,826
                                                               --------------
                                                                  206,108,207
                                                               --------------
PAPER & FOREST PRODUCTS -- 0.8%
     229,450  Weyerhaeuser Co.                                     13,900,081
                                                               --------------
PHARMACEUTICALS -- 8.3%
     958,350  Bristol-Myers Squibb Co.                             19,981,598
     370,060  Eli Lilly & Co.                                      16,293,742
     651,850  Johnson & Johnson                                    45,160,167
     567,450  Merck & Co., Inc.                                    17,908,722
   2,162,580  Pfizer Inc.                                          39,877,975
     203,460  Wyeth                                                 7,515,812
                                                               --------------
                                                                  146,738,016
                                                               --------------
ROAD & RAIL -- 0.4%
     422,820  Heartland Express, Inc.                               6,562,166
                                                               --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 2.3%
     309,900  Applied Materials, Inc.                               4,688,787
     773,020  Intel Corp.                                          14,478,665
     290,340  KLA-Tencor Corp.                                      9,189,261
     590,510  Texas Instruments Inc.                               12,695,965
                                                               --------------
                                                                   41,052,678
                                                               --------------
SPECIALTY RETAIL -- 0.7%
     516,810  Lowe's Companies, Inc.                               12,243,229
                                                               --------------
TOTAL COMMON STOCKS
(Cost $1,834,144,130)                                           1,767,767,391
                                                               --------------


------
22


Value

                                                                         Value
Temporary Cash Investments -- 1.5%

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations, 3.00%,
7/15/12, valued at $24,013,223), in a joint trading account
at 0.03%, dated 9/30/08, due 10/1/08 (Delivery value
$23,600,020)                                                      $ 23,600,000

Repurchase Agreement, Credit Suisse First Boston, Inc.,
(collateralized by various U.S. Treasury obligations,
7.625%, 11/15/22, valued at $3,158,778), in a joint trading
account at 0.20%, dated 9/30/08, due 10/1/08 (Delivery value
$3,100,017)                                                          3,100,000
                                                                --------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $26,700,000)                                                  26,700,000
                                                                --------------

Temporary Cash Investments -- Securities Lending Collateral(3) -- 0.2%

Repurchase Agreement, Barclays Capital Inc., (collateralized
by various U.S. Government Agency obligations in a pooled
account at the lending agent), 2.00%, dated 9/30/08, due
10/1/08 (Delivery value $750,042)                                      750,000

Repurchase Agreement, BNP Paribas Securities Corp.,
(collateralized by various U.S. Government Agency
obligations in a pooled account at the lending agent),
1.00%, dated 9/30/08, due 10/1/08 (Delivery value $750,021)            750,000

                                                                         Value

Repurchase Agreement, Credit Suisse Securities USA LLC,
(collateralized by various U.S. Government Agency
obligations in a pooled account at the lending agent),
1.50%, dated 9/30/08, due 10/1/08 (Delivery value $750,031)           $750,000

Repurchase Agreement, Deutsche Bank Securities Inc.,
(collateralized by various U.S. Government Agency
obligations in a pooled account at the lending agent),
2.00%, dated 9/30/08, due 10/1/08 (Delivery value $600,637)            600,604

Repurchase Agreement, UBS Securities LLC, (collateralized by
various U.S. Government Agency obligations in a pooled
account at the lending agent), 1.75%, dated 9/30/08, due
10/1/08 (Delivery value $577,290)                                      577,262
                                                                --------------
TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING
COLLATERAL
(Cost $3,427,866)                                                    3,427,866
                                                                --------------
TOTAL INVESTMENT SECURITIES -- 101.5%
(Cost $1,864,271,996)                                            1,797,895,257
                                                                --------------
OTHER ASSETS AND LIABILITIES -- (1.5)%                            (25,860,625)
                                                                --------------
TOTAL NET ASSETS -- 100.0%                                      $1,772,034,632
                                                                ==============

Forward Foreign Currency Exchange Contracts

                                 Settlement                   Unrealized
       Contracts to Sell            Date          Value       Gain (Loss)

      36,015,974  Euro for USD    10/31/08     $ 50,868,091     $1,792,884
      31,498,662  GBP for USD     10/31/08       56,149,326      1,773,365
   2,105,820,600  JPY for USD     10/31/08       19,900,855          7,635
                                               ------------   ------------
                                               $126,918,272     $3,573,884
                                               ============   ============

(Value on Settlement Date $130,492,156)

Notes to Schedule of Investments

ADR = American Depositary Receipt
CVA = Certificaten Van Aandelen
GBP = British Pound
JPY = Japanese Yen
ORD = Foreign Ordinary Share
USD = United States Dollar

(1) Security, or a portion thereof, was on loan as of September 30, 2008.

(2) Non-income producing.

(3) Investments represent purchases made by the lending agent with cash
collateral received through securities lending transactions.

See Notes to Financial Statements.


------
23


Large Company Value

SEPTEMBER 30, 2008 (UNAUDITED)

Shares                                                                    Value

Common Stocks -- 96.4%

AEROSPACE & DEFENSE -- 1.1%
        338,500  Northrop Grumman Corp.                            $ 20,492,801
                                                                 --------------
BEVERAGES -- 2.1%
        510,900  Coca-Cola Co. (The)                                 27,016,392
        428,800  Pepsi Bottling Group Inc.                           12,508,096
                                                                 --------------
                                                                     39,524,488
                                                                 --------------
BIOTECHNOLOGY -- 0.9%
        293,600  Amgen Inc.(1)                                       17,401,672
                                                                 --------------
CAPITAL MARKETS -- 3.6%
        486,300  Bank of New York Mellon Corp. (The)                 15,843,654
        138,900  Goldman Sachs Group, Inc. (The)                     17,779,200
        126,300  Legg Mason, Inc.                                     4,806,978
        560,300  Merrill Lynch & Co., Inc.                           14,175,590
        628,000  Morgan Stanley                                      14,444,000
                                                                 --------------
                                                                     67,049,422
                                                                 --------------
CHEMICALS -- 2.0%
        511,000  du Pont (E.I.) de Nemours & Co.                     20,593,300
        276,300  PPG Industries, Inc.                                16,113,816
                                                                 --------------
                                                                     36,707,116
                                                                 --------------
COMMERCIAL BANKS -- 3.1%
      1,183,300  National City Corp.                                  2,070,775
        520,800  U.S. Bancorp                                        18,759,216
        993,900  Wells Fargo & Co.                                   37,301,067
                                                                 --------------
                                                                     58,131,058
                                                                 --------------
COMMERCIAL SERVICES & SUPPLIES -- 1.9%
        208,900  Avery Dennison Corp.                                 9,291,872
         86,200  Pitney Bowes, Inc.                                   2,867,012
        456,600  R.R. Donnelley & Sons Co.                           11,200,398
        391,200  Waste Management, Inc.                              12,318,888
                                                                 --------------
                                                                     35,678,170
                                                                 --------------
COMMUNICATIONS EQUIPMENT -- 0.2%
        389,300  Motorola, Inc.                                       2,779,602
                                                                 --------------
COMPUTERS & PERIPHERALS -- 1.0%
        397,300  Hewlett-Packard Co.                                 18,371,152
                                                                 --------------
CONSUMER FINANCE -- 0.3%
        402,500  Discover Financial Services                          5,562,550
                                                                 --------------
DIVERSIFIED CONSUMER SERVICES -- 0.7%
        580,700  H&R Block, Inc.                                     13,094,785
                                                                 --------------

Shares                                                                    Value

DIVERSIFIED FINANCIAL SERVICES -- 9.4%
      1,512,000  Bank of America Corp.                             $ 52,920,000
      2,826,500  Citigroup Inc.                                      57,971,515
      1,422,700  JPMorgan Chase & Co.                                66,440,090
                                                                 --------------
                                                                    177,331,605
                                                                 --------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 5.9%
      2,342,300  AT&T Inc.                                           65,397,016
        167,300  Embarq Corp.                                         6,784,015
      1,179,600  Verizon Communications Inc.                         37,853,364
                                                                 --------------
                                                                    110,034,395
                                                                 --------------
ELECTRIC UTILITIES -- 2.4%
        405,900  Exelon Corp.                                        25,417,458
        535,100  PPL Corp.                                           19,809,402
                                                                 --------------
                                                                     45,226,860
                                                                 --------------
ENERGY EQUIPMENT & SERVICES -- 0.5%
        188,400  National Oilwell Varco, Inc.(1)                      9,463,332
                                                                 --------------
FOOD & STAPLES RETAILING -- 2.6%
        511,700  Kroger Co. (The)                                    14,061,516
        414,300  Walgreen Co.                                        12,826,728
        379,800  Wal-Mart Stores, Inc.                               22,746,222
                                                                 --------------
                                                                     49,634,466
                                                                 --------------
FOOD PRODUCTS -- 0.7%
        465,300  Unilever N.V. New York Shares                       13,102,848
                                                                 --------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 0.7%
        266,700  Medtronic, Inc.                                     13,361,670
                                                                 --------------
HEALTH CARE PROVIDERS & SERVICES -- 0.4%
        153,000  Quest Diagnostics Inc.                               7,905,510
                                                                 --------------
HOTELS, RESTAURANTS & LEISURE -- 0.6%
        173,100  Darden Restaurants, Inc.                             4,955,853
         32,800  McDonald's Corp.                                     2,023,760
        325,000  Starbucks Corp.(1)                                   4,832,750
                                                                 --------------
                                                                     11,812,363
                                                                 --------------
HOUSEHOLD DURABLES -- 0.7%
        728,900  Newell Rubbermaid Inc.                              12,580,814
                                                                 --------------
HOUSEHOLD PRODUCTS -- 0.7%
        216,500  Clorox Co.                                          13,572,385
                                                                 --------------
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.6%
        435,500  NRG Energy Inc.(1)                                  10,778,625
                                                                 --------------


------
24


Large Company Value

Shares                                                                    Value

INDUSTRIAL CONGLOMERATES -- 5.1%
      3,467,500  General Electric Co.(2)                           $ 88,421,250
        231,100  Tyco International Ltd.                              8,093,122
                                                                 --------------
                                                                     96,514,372
                                                                 --------------
INSURANCE -- 4.2%
        556,700  Allstate Corp.                                      25,675,004
        317,800  Hartford Financial Services Group Inc. (The)        13,026,622
        192,789  Loews Corp.                                          7,613,238
        237,100  Torchmark Corp.                                     14,178,580
        401,600  Travelers Companies, Inc. (The)                     18,152,320
                                                                 --------------
                                                                     78,645,764
                                                                 --------------
IT SERVICES -- 1.6%
        152,100  Fiserv, Inc.(1)                                      7,197,372
        194,200  International Business Machines Corp.               22,713,632
                                                                 --------------
                                                                     29,911,004
                                                                 --------------
MACHINERY -- 2.6%
        252,600  Caterpillar Inc.                                    15,054,960
        293,300  Dover Corp.                                         11,893,315
        425,800  Ingersoll-Rand Company Ltd. Cl A                    13,272,186
        177,900  Parker-Hannifin Corp.                                9,428,700
                                                                 --------------
                                                                     49,649,161
                                                                 --------------
MEDIA -- 3.0%
        726,200  CBS Corp. Cl B                                      10,587,996
        514,700  Gannett Co., Inc.                                    8,703,577
      1,854,800  Time Warner Inc.                                    24,316,428
        546,300  Viacom Inc. Cl B(1)                                 13,570,092
                                                                 --------------
                                                                     57,178,093
                                                                 --------------
METALS & MINING -- 0.4%
        207,400  Nucor Corp.                                          8,192,300
                                                                 --------------
MULTILINE RETAIL -- 0.7%
        267,500  Kohl's Corp.(1)                                     12,326,400
                                                                 --------------
OFFICE ELECTRONICS -- 0.6%
        929,200  Xerox Corp.                                         10,713,676
                                                                 --------------
OIL, GAS & CONSUMABLE FUELS -- 16.7%
         87,600  Apache Corp.                                         9,134,928
      1,045,700  Chevron Corp.                                       86,249,336
        803,700  ConocoPhillips                                      58,871,025
        102,700  Devon Energy Corp.                                   9,366,240
      1,344,500  Exxon Mobil Corp.                                  104,413,870
        779,900  Royal Dutch Shell plc ADR                           46,021,899
                                                                 --------------
                                                                    314,057,298
                                                                 --------------

Shares                                                                    Value

PAPER & FOREST PRODUCTS -- 1.1%
        229,600  International Paper Co.                            $ 6,010,928
        247,000  Weyerhaeuser Co.                                    14,963,260
                                                                 --------------
                                                                     20,974,188
                                                                 --------------
PHARMACEUTICALS -- 9.9%
        317,500  Abbott Laboratories                                 18,281,650
        355,900  Eli Lilly & Co.                                     15,670,277
        817,400  Johnson & Johnson                                   56,629,472
        637,200  Merck & Co., Inc.                                   20,110,032
      2,950,400  Pfizer Inc.                                         54,405,376
        547,100  Wyeth                                               20,209,874
                                                                 --------------
                                                                    185,306,681
                                                                 --------------
PROFESSIONAL SERVICES -- 0.1%
         99,100  Robert Half International Inc.                       2,452,725
                                                                 --------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.3%
        165,700  Developers Diversified Realty Corp.                  5,251,033
                                                                 --------------
ROAD & RAIL -- 0.2%
        276,700  YRC Worldwide Inc.(1)                                3,309,332
                                                                 --------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.0%
        431,500  Applied Materials, Inc.                              6,528,595
        429,600  Intel Corp.                                          8,046,408
        178,800  Texas Instruments Inc.                               3,844,200
                                                                 --------------
                                                                     18,419,203
                                                                 --------------
SOFTWARE -- 1.9%
        810,000  Microsoft Corp.                                     21,618,900
        728,500  Oracle Corp.(1)                                     14,795,835
                                                                 --------------
                                                                     36,414,735
                                                                 --------------
SPECIALTY RETAIL -- 2.5%
        340,400  Best Buy Co., Inc.                                  12,765,000
        480,100  Gap, Inc. (The)                                      8,536,178
        531,100  Home Depot, Inc. (The)                              13,750,179
        547,900  Staples, Inc.                                       12,327,750
                                                                 --------------
                                                                     47,379,107
                                                                 --------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.7%
        169,600  VF Corp.                                            13,111,776
                                                                 --------------
THRIFTS & MORTGAGE FINANCE -- 0.2%
        393,300  MGIC Investment Corp.                                2,764,899
                                                                 --------------
TOBACCO -- 1.1%
        514,000  Altria Group Inc.                                   10,197,760
        159,200  Lorillard, Inc.                                     11,327,080
                                                                 --------------
                                                                     21,524,840

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


------
25


Large Company Value

Shares/Principal Amount                                                   Value

WIRELESS TELECOMMUNICATION SERVICES -- 0.4%
      1,086,700  Sprint Nextel Corp.                                $ 6,628,870
                                                                 --------------
TOTAL COMMON STOCKS
(Cost $1,842,391,934)                                             1,810,323,146
                                                                 --------------

Temporary Cash Investments -- Segregated For Futures Contracts -- 2.9%

    $ 5,000,000  FHLB Discount Notes, 0.00%, 10/1/08(3)               5,000,000
     50,000,000  FHLB Discount Notes, 0.00%, 10/7/08(3)              49,996,050
                                                                 --------------
TOTAL TEMPORARY CASH INVESTMENTS -- SEGREGATED FOR FUTURES
CONTRACTS
(Cost $54,999,159)                                                   54,996,050
                                                                 --------------

Principal Amount                                                          Value

Temporary Cash Investments -- 1.3%

    $23,900,000  FHLB Discount Notes, 0.00%, 10/1/08(3)
(Cost $23,900,000)                                                 $ 23,900,000
                                                                 --------------
TOTAL INVESTMENT SECURITIES -- 100.6%
(Cost $1,921,291,093)                                             1,889,219,196
                                                                 --------------
OTHER ASSETS AND LIABILITIES -- (0.6)%                             (10,835,365)
                                                                 --------------
TOTAL NET ASSETS -- 100.0%                                       $1,878,383,831
                                                                 ==============

Futures Contracts
                                   Expiration    Underlying Face    Unrealized
      Contracts Purchased             Date       Amount at Value    Gain (Loss)

   925  S&P 500 E-Mini Futures   December 2008     $53,992,250     $(3,763,808)
                                                   ============    ============

Notes to Schedule of Investments

ADR = American Depositary Receipt
FHLB = Federal Home Loan Bank

(1) Non-income producing.

(2) Security, or a portion thereof, has been segregated for futures contracts.

(3) The rate indicated is the yield to maturity at purchase.

See Notes to Financial Statements.


------
26


STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2008 (UNAUDITED)
                                                                        Large
                                  Equity Income        Value        Company Value
ASSETS

Investment securities --
unaffiliated, at value (cost
of $4,744,621,003,
$1,860,844,130 and
$1,921,291,093, respectively)
-- including $-, $3,304,063
and $- of securities on loan,
respectively                      $4,681,499,349   $1,794,467,391   $1,889,219,196

Investment securities --
affiliated, at value (cost of
$68,898,538, $- and $-,
respectively)                         80,871,501               --               --

Investments made with cash
collateral received for
securities on loan, at value
(cost of $-, $3,427,866 and
$-, respectively)                             --        3,427,866               --
                                  --------------   --------------   --------------
Total investment securities,
at value (cost of
$4,813,519,541, $1,864,271,996
and $1,921,291,093,
respectively)                      4,762,370,850    1,797,895,257    1,889,219,196

Receivable for investments sold      185,942,998       27,345,145       14,412,939

Receivable for forward foreign
currency exchange contracts            7,557,692        3,573,884               --

Receivable for capital shares
sold                                     281,395              379          125,638

Receivable for variation
margin on futures contracts                   --               --        3,744,557

Dividends and interest
receivable                            24,174,227        4,732,791        3,395,613
                                  --------------   --------------   --------------
                                   4,980,327,162    1,833,547,456    1,910,897,943
                                  --------------   --------------   --------------

LIABILITIES

Disbursements in excess of
demand deposit cash                    6,760,614        7,837,044       17,249,383

Payable for collateral
received for securities on loan               --        3,427,866               --

Payable for investments
purchased                            174,057,274       48,598,860       13,678,234

Payable for capital shares
redeemed                                 154,024          114,776          214,155

Accrued management fees                3,879,350        1,490,374        1,264,447

Distribution fees payable                 66,743            8,482           29,262

Service fees (and distribution
fees -- A Class and R Class)
payable                                  215,109           35,422           78,631
                                  --------------   --------------   --------------
                                     185,133,114       61,512,824       32,514,112
                                  --------------   --------------   --------------

NET ASSETS                        $4,795,194,048   $1,772,034,632   $1,878,383,831
                                  ==============   ==============   ==============

See Notes to Financial Statements.


------
27


SEPTEMBER 30, 2008 (UNAUDITED)
                                                                        Large
                                  Equity Income        Value        Company Value
NET ASSETS CONSIST OF:

Capital (par value and paid-in
surplus)                          $5,307,482,201   $2,198,102,556   $2,050,207,836

Undistributed net investment
income                                17,131,894        2,208,234          944,265

Accumulated net realized loss
on investment and foreign
currency transactions              (485,797,589)    (365,472,014)    (136,932,565)

Net unrealized depreciation on
investments and translation of
assets and liabilities in
foreign currencies                  (43,622,458)     (62,804,144)     (35,835,705)
                                  --------------   --------------   --------------
                                  $4,795,194,048   $1,772,034,632   $1,878,383,831
                                  ==============   ==============   ==============

INVESTOR CLASS,
$0.01 PAR VALUE

Net assets                        $3,328,472,661   $1,431,509,945   $1,012,537,617

Shares outstanding                   484,052,564      266,588,031      180,702,812

Net asset value per share                  $6.88            $5.37            $5.60

INSTITUTIONAL CLASS,
$0.01 PAR VALUE

Net assets                          $493,969,135     $175,918,087     $521,413,323

Shares outstanding                    71,808,208       32,714,068       93,058,146

Net asset value per share                  $6.88            $5.38            $5.60

A CLASS, $0.01 PAR VALUE

Net assets                          $827,276,101     $149,561,928     $285,699,289

Shares outstanding                   120,307,255       27,864,905       51,002,545

Net asset value per share                  $6.88            $5.37            $5.60

Maximum offering price (net
asset value divided by 0.9425)             $7.30            $5.70            $5.94

B CLASS, $0.01 PAR VALUE

Net assets                              $600,929       $4,384,616       $9,568,978

Shares outstanding                        87,360          816,831        1,702,953

Net asset value per share                  $6.88            $5.37            $5.62

C CLASS, $0.01 PAR VALUE

Net assets                          $104,435,504       $8,663,658      $34,317,070

Shares outstanding                    15,186,147        1,626,218        6,125,254

Net asset value per share                  $6.88            $5.33            $5.60

R CLASS, $0.01 PAR VALUE

Net assets                           $40,439,718       $1,996,398      $14,847,554

Shares outstanding                     5,893,243          371,840        2,649,056

Net asset value per share                  $6.86            $5.37            $5.60

See Notes to Financial Statements.


------
28


STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)
                                                                        Large
                                  Equity Income        Value        Company Value
INVESTMENT INCOME (LOSS)

INCOME:

Dividends (including
$3,199,915 from affiliates in
Equity Income and net of
foreign taxes withheld of
$563,366, $204,880 and
$250,615, respectively)             $ 94,612,754     $ 33,401,546     $ 32,535,166

Interest                              11,722,755          215,255          908,531

Securities lending, net                  651,669          137,003          369,330
                                  --------------   --------------   --------------
                                     106,987,178       33,753,804       33,813,027
                                  --------------   --------------   --------------

EXPENSES:

Management fees                       24,558,308        9,944,888        8,452,512

Distribution fees:

 B Class                                   1,415           18,875           44,558

 C Class                                 422,380           38,205          169,978

Service fees:

 B Class                                     471            6,292           14,853

 C Class                                 140,793           12,735           56,659

Distribution and
service fees:

 A Class                               1,116,427          216,732          427,792

 R Class                                 107,381            4,625           40,790

Directors' fees and expenses              97,940           35,160           41,397

Other expenses                            30,275           17,051            2,273
                                  --------------   --------------   --------------
                                      26,475,390       10,294,563        9,250,812
                                  --------------   --------------   --------------

NET INVESTMENT INCOME (LOSS)          80,511,788       23,459,241       24,562,215
                                  --------------   --------------   --------------

REALIZED AND UNREALIZED GAIN
(LOSS)

NET REALIZED GAIN
(LOSS) ON:

Investment transactions
(including $1,564,304 from
affiliates in Equity Income)       (107,785,409)    (103,604,590)    (157,893,293)

Foreign currency transactions         27,749,773       10,364,227               --
                                  --------------   --------------   --------------
                                    (80,035,636)     (93,240,363)    (157,893,293)
                                  --------------   --------------   --------------

CHANGE IN NET UNREALIZED
APPRECIATION (DEPRECIATION) ON:

Investments                        (227,758,259)     (57,070,085)    (144,992,437)

Translation of assets and
liabilities in foreign
currencies                             4,427,879        2,485,211               --
                                  --------------   --------------   --------------
                                   (223,330,380)     (54,584,874)    (144,992,437)
                                  --------------   --------------   --------------

NET REALIZED AND UNREALIZED
GAIN (LOSS)                        (303,366,016)    (147,825,237)    (302,885,730)
                                  --------------   --------------   --------------

NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS                        $(222,854,228)   $(124,365,996)   $(278,323,515)
                                  ==============   ==============   ==============

See Notes to Financial Statements.


------
29


STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND YEAR ENDED MARCH 31, 2008
                             Equity Income                         Value
Increase
(Decrease) in
Net Assets         Sept. 30, 2008    March 31, 2008   Sept. 30, 2008   March 31, 2008

OPERATIONS

Net investment
income (loss)         $ 80,511,788     $ 171,871,145     $ 23,459,241     $ 46,600,016

Net realized
gain (loss)           (80,035,636)      (47,601,269)     (93,240,363)     (65,678,124)

Change in net
unrealized
appreciation
(depreciation)       (223,330,380)     (413,121,826)     (54,584,874)    (284,334,141)
                    --------------   ---------------   --------------   --------------
Net increase
(decrease) in
net assets
resulting from
operations           (222,854,228)     (288,851,950)    (124,365,996)    (303,412,249)
                    --------------   ---------------   --------------   --------------

DISTRIBUTIONS TO
SHAREHOLDERS

From net
investment
income:

 Investor
 Class                (55,361,357)     (126,757,125)     (17,777,484)     (37,683,425)

 Institutional
 Class                 (8,141,863)      (18,178,082)      (2,913,433)      (6,387,555)

 A Class              (12,594,665)      (30,371,773)      (1,677,891)      (3,763,083)

 A Class (old)
 (Note 11)                      --                --               --        (132,911)

 B Class                   (4,580)           (1,723)         (31,576)         (52,218)

 C Class               (1,177,749)       (2,423,835)         (63,895)        (120,758)

 R Class                 (558,191)       (1,137,635)         (16,944)         (17,413)

From net
realized gains:

 Investor
 Class                          --     (373,678,155)               --    (254,095,425)

 Institutional
 Class                          --      (49,979,556)               --     (42,172,944)

 A Class                        --      (95,264,362)               --     (30,107,815)

 B Class                        --           (9,280)               --        (850,431)

 C Class                        --      (11,272,883)               --      (2,109,263)

 R Class                        --       (4,226,795)               --        (156,140)
                    --------------   ---------------   --------------   --------------
Decrease in net
assets from
distributions         (77,838,405)     (713,301,204)     (22,481,223)    (377,649,381)
                    --------------   ---------------   --------------   --------------

CAPITAL SHARE
TRANSACTIONS

Net increase
(decrease) in
net assets from
capital share
transactions         (213,444,492)     (483,149,448)    (306,750,849)    (227,749,543)
                    --------------   ---------------   --------------   --------------

NET INCREASE
(DECREASE) IN
NET ASSETS           (514,137,125)   (1,485,302,602)    (453,598,068)    (908,811,173)

NET ASSETS

Beginning of
period               5,309,331,173     6,794,633,775    2,225,632,700    3,134,443,873
                    --------------   ---------------   --------------   --------------
End of period       $4,795,194,048    $5,309,331,173   $1,772,034,632   $2,225,632,700
                    ==============   ===============   ==============   ==============

Undistributed
net investment
income                 $17,131,894       $14,458,511       $2,208,234       $1,230,216
                    ==============   ===============   ==============   ==============

See Notes to Financial Statements.


------
30


SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND YEAR ENDED MARCH 31, 2008
                                                        Large Company Value
Increase (Decrease) in Net Assets                 Sept. 30, 2008   March 31, 2008

OPERATIONS

Net investment income (loss)                         $ 24,562,215     $ 50,489,004

Net realized gain (loss)                            (157,893,293)       87,022,508

Change in net unrealized appreciation
(depreciation)                                      (144,992,437)    (395,075,046)
                                                   --------------   --------------
Net increase (decrease) in net assets resulting
from operations                                     (278,323,515)    (257,563,534)
                                                   --------------   --------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

 Investor Class                                      (13,081,132)     (29,578,990)

 Institutional Class                                  (6,865,917)     (12,612,481)

 A Class                                              (3,285,094)      (6,000,251)

 A Class (old) (Note 11)                                       --      (1,792,049)

 B Class                                                 (70,541)        (155,982)

 C Class                                                (268,037)        (639,654)

 R Class                                                (141,229)        (278,651)

From net realized gains:

 Investor Class                                                --     (42,817,971)

 Institutional Class                                           --     (16,693,652)

 A Class                                                       --     (12,534,118)

 B Class                                                       --        (447,000)

 C Class                                                       --      (1,803,288)

 R Class                                                       --        (545,099)
                                                   --------------   --------------
Decrease in net assets from distributions            (23,711,950)    (125,899,186)
                                                   --------------   --------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets from
capital share transactions                           (66,001,431)     (84,653,829)
                                                   --------------   --------------

NET INCREASE (DECREASE) IN NET ASSETS               (368,036,896)    (468,116,549)

NET ASSETS

Beginning of period                                 2,246,420,727    2,714,537,276
                                                   --------------   --------------
End of period                                      $1,878,383,831   $2,246,420,727
                                                   ==============   ==============

Undistributed net investment income                      $944,265          $94,000
                                                   ==============   ==============

See Notes to Financial Statements.


------
31


NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 (UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Equity Income Fund (Equity Income),
Value Fund (Value) and Large Company Value Fund (Large Company Value)
(collectively, the funds) are three funds in a series issued by the
corporation. The funds are diversified under the 1940 Act. Equity Income's
investment objective is to seek current income; capital appreciation is a
secondary objective. Equity Income pursues its investment objective by
investing in securities of companies with a favorable income-paying history
that have prospects for income payments to continue or increase. Value and
Large Company Value's investment objective is to seek long-term capital
growth; income is a secondary objective. Value and Large Company Value pursue
their investment objective by investing in stocks of companies that management
believes to be undervalued at the time of purchase. Value invests in companies
with small, medium, and large market capitalization and Large Company Value
invests in companies with larger market capitalization. The following is a
summary of the funds' significant accounting policies.

MULTIPLE CLASS -- The funds are authorized to issue the Investor Class, the
Institutional Class, the A Class (formerly Advisor Class), the B Class, the C
Class and the R Class. The A Class may incur an initial sales charge. The A
Class, B Class and C Class may be subject to a contingent deferred sales
charge. The share classes differ principally in their respective sales charges
and distribution and shareholder servicing expenses and arrangements. All
shares of each fund represent an equal pro rata interest in the net assets of
the class to which such shares belong, and have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except for
class specific expenses and exclusive rights to vote on matters affecting only
individual classes. Income, non-class specific expenses, and realized and
unrealized capital gains and losses of the funds are allocated to each class
of shares based on their relative net assets. Sale of Equity Income's B Class
commenced on September 28, 2007.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs after the
value of a security was established but before the net asset value per share
was determined that was likely to materially change the net asset value, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The funds estimate the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.


------
32


SECURITIES ON LOAN -- The funds may lend portfolio securities through their
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. The funds continue to recognize any gain or loss in
the market price of the securities loaned and record any interest earned or
dividends declared.

FUTURES AND OPTIONS CONTRACTS -- The funds may enter into futures contracts
and purchase put options in order to manage the funds' exposure to changes in
market conditions. One of the risks of entering into futures contracts and
options is the possibility that the change in value of the contract may not
correlate with the changes in value of the underlying securities. Options
purchased by the funds are accounted for in the same manner as marketable
portfolio securities. The proceeds from securities sold through the exercise
of put options are decreased by the premium paid to purchase the put options.

Upon entering into a futures contract, the funds are required to deposit
either cash or securities in an amount equal to a certain percentage of the
contract value (initial margin). Subsequent payments (variation margin) are
made or received daily, in cash, by the funds. The variation margin is equal
to the daily change in the contract value and is recorded as unrealized gains
and losses. The funds recognize a realized gain or loss when the contract is
closed or expires. Net realized and unrealized gains or losses occurring
during the holding period of futures contracts are a component of realized
gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively.

EQUITY-LINKED DEBT AND LINKED-EQUITY SECURITIES -- The funds may invest in
hybrid equity securities, which usually convert into common stock at a date
predetermined by the issuer. These securities generally offer a higher
dividend yield than that of the common stock to which the security is linked.
These instruments are issued by a company other than the one to which the
security is linked and carry the credit of the issuer, not that of the
underlying common stock. The securities' appreciation is limited based on a
predetermined final cap price at the date of the conversion. Risks of
investing in these securities include, but are not limited to, a set time to
capture the yield advantage, limited appreciation potential, decline in value
of the underlying stock, and failure of the issuer to pay dividends or to
deliver common stock at maturity.

FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of an unfavorable
change in the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.


------
33


JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Income Taxes" during
the current fiscal year. The funds are no longer subject to examination by tax
authorities for years prior to 2005. At this time, management believes there
are no uncertain tax positions which, based on their technical merit, would
not be sustained upon examination and for which it is reasonably possible that
the total amounts of unrecognized tax benefits will significantly change in
the next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income are declared
and paid quarterly. Distributions from net realized gains, if any, are
generally declared and paid annually.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the funds, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of each
specific class of shares of each fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account all of the
investment advisor's assets under management in each fund's investment
strategy (strategy assets) to calculate the appropriate fee rate for each
fund. The strategy assets include each fund's assets and the assets of other
clients of the investment advisor that are not in the American Century
Investments family of funds, but that have the same investment team and
investment strategy. The annual management fee schedule for Equity Income
ranges from 0.80% to 1.00% for the Investor Class, A Class, B Class, C Class
and R Class. The annual management fee schedule for Value ranges from 0.85% to
1.00% for the Investor Class, A Class, B Class, C Class and R Class. The
annual management fee schedule for Large Company Value ranges from 0.70% to
0.90% for the Investor Class, A Class, B Class, C Class and R Class. The
Institutional Class of each fund is 0.20% less at each point within the range.

The effective annual management fee for each class of each fund for the six
months ended September 30, 2008, was as follows:

                         Investor, A, B, C & R   Institutional

Equity Income                    0.97%               0.77%
Value                            1.00%               0.80%
Large Company Value              0.82%               0.62%


------
34


DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the A
Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plans provide that the A Class will pay American
Century Investment Services, Inc. (ACIS) an annual distribution and service
fee of 0.25%. The plans provide that the B Class and the C Class will each pay
ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans
provide that the R Class will pay ACIS an annual distribution and service fee
of 0.50%. The fees are computed and accrued daily based on each class's daily
net assets and paid monthly in arrears. The fees are used to pay financial
intermediaries for distribution and individual shareholder services. Fees
incurred under the plans during the six months ended September 30, 2008, are
detailed in the Statement of Operations.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, ACIS, and the
corporation's transfer agent, American Century Services, LLC.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an
equity investor in ACC. The funds have a securities lending agreement with
JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the funds and a wholly
owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the six months
ended September 30, 2008, were as follows:

                          Equity Income        Value       Large Company Value

Purchases                $6,988,162,284   $1,035,277,695       $283,104,450
Proceeds from sales      $7,223,692,683   $1,307,885,437       $357,719,556


------
35


4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the funds were as follows:

                          Six months ended                     Year ended
                         September 30, 2008                 March 31, 2008(1)
                      Shares           Amount           Shares            Amount

Equity Income

INVESTOR
CLASS/SHARES
AUTHORIZED          1,500,000,000                     1,500,000,000
                   ==============                    ==============

Sold                   26,502,743    $ 193,265,238       86,497,946     $ 732,783,293

Issued in
reinvestment of
distributions           7,255,801       51,785,331       57,630,203       461,310,501

Redeemed             (59,083,261)    (425,810,366)    (188,655,276)   (1,565,013,939)
                   --------------   --------------   --------------   ---------------
                     (25,324,717)    (180,759,797)     (44,527,127)     (370,920,145)
                   --------------   --------------   --------------   ---------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED            240,000,000                       240,000,000
                   ==============                    ==============

Sold                   11,810,455       85,112,492       25,454,164       220,747,714

Issued in
reinvestment of
distributions           1,120,707        7,991,732        8,329,370        66,669,823

Redeemed              (9,021,354)     (65,440,703)     (29,593,511)     (246,373,931)
                   --------------   --------------   --------------   ---------------
                        3,909,808       27,663,521        4,190,023        41,043,606
                   --------------   --------------   --------------   ---------------

A CLASS/SHARES
AUTHORIZED            475,000,000                       475,000,000
                   ==============                    ==============

Sold                   13,667,409       98,489,852       34,637,326       295,784,082

Issued in
reinvestment of
distributions           1,716,569       12,251,607       15,215,308       121,615,154

Redeemed             (22,924,603)    (165,791,633)     (70,097,342)     (588,618,649)
                   --------------   --------------   --------------   ---------------
                      (7,540,625)     (55,050,174)     (20,244,708)     (171,219,413)
                   --------------   --------------   --------------   ---------------
B CLASS/SHARES
AUTHORIZED             20,000,000                        20,000,000
                   ==============                    ==============

Sold                       64,183          461,910           31,226           249,461

Issued in
reinvestment of
distributions                 565            4,014              993             7,818

Redeemed                  (9,607)         (71,413)               --                --
                   --------------   --------------   --------------   ---------------
                           55,141          394,511           32,219           257,279
                   --------------   --------------   --------------   ---------------
C CLASS/SHARES
AUTHORIZED             50,000,000                        50,000,000
                   ==============                    ==============

Sold                    1,011,102        7,305,346        3,062,619        26,442,946

Issued in
reinvestment of
distributions             150,251        1,073,700        1,577,148        12,559,343

Redeemed              (1,994,752)     (14,384,711)      (3,333,340)      (27,468,435)
                   --------------   --------------   --------------   ---------------
                        (833,399)      (6,005,665)        1,306,427        11,533,854
                   --------------   --------------   --------------   ---------------

R CLASS/SHARES
AUTHORIZED             20,000,000                        20,000,000
                   ==============                    ==============

Sold                      796,758        5,752,513        1,863,334        15,974,449

Issued in
reinvestment of
distributions              76,414          544,647          660,261         5,258,200

Redeemed                (842,220)      (5,984,048)      (1,846,826)      (15,077,278)
                   --------------   --------------   --------------   ---------------
                           30,952          313,112          676,769         6,155,371
                   --------------   --------------   --------------   ---------------
Net increase
(decrease)           (29,702,840)   $(213,444,492)     (58,566,397)   $ (483,149,448)
                   ==============   ==============   ==============   ===============

(1) September 28, 2007 (commencement of sale) through March 31, 2008 for the B
Class.


------
36


                              Six months ended                     Year ended
                             September 30, 2008                  March 31, 2008
                          Shares            Amount           Shares           Amount

Value

INVESTOR
CLASS/SHARES
AUTHORIZED              1,250,000,000                      1,250,000,000
                       ==============                     ==============

Sold                       12,564,518      $ 70,238,269       26,795,945   $ 192,485,324

Issued in
reinvestment of
distributions               2,975,933        16,585,641       43,153,018     275,895,444

Redeemed                 (44,160,811)     (250,324,803)    (102,497,869)   (735,388,471)
                       --------------    --------------   --------------  --------------
                         (28,620,360)     (163,500,893)     (32,548,906)   (267,007,703)
                       --------------    --------------   --------------  --------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED                125,000,000                        125,000,000
                       ==============                     ==============

Sold                        3,332,685        19,156,014       21,049,735     154,695,580

Issued in
reinvestment of
distributions                 519,973         2,913,433        7,589,258      48,506,946

Redeemed                 (24,276,089)     (132,536,096)     (13,489,917)    (93,706,190)
                       --------------    --------------   --------------  --------------
                         (20,423,431)     (110,466,649)       15,149,076     109,496,336
                       --------------    --------------   --------------  --------------

A CLASS/SHARES
AUTHORIZED                150,000,000                        150,000,000
                       ==============                     ==============

Sold                        3,858,259        21,635,647        5,656,979      40,732,287

Issued in
connection with
reclassification
(Note 11)                          --                --        8,894,774      68,678,162

Issued in
reinvestment of
distributions                 296,107         1,650,685        5,215,034      33,245,516

Redeemed                  (9,456,833)      (53,576,012)     (19,350,464)   (136,544,275)
                       --------------    --------------   --------------  --------------
                          (5,302,467)      (30,289,680)          416,323       6,111,690
                       --------------    --------------   --------------  --------------

A CLASS
(OLD)/SHARES
AUTHORIZED                        N/A                                N/A
                       ==============                     ==============

Sold                                                             662,726       5,260,916

Issued in
reinvestment of
distributions                                                     15,737         125,739

Redeemed in
connection with
reclassification
(Note 11)                                                    (8,894,774)    (68,678,162)

Redeemed                                                     (1,001,889)     (7,911,168)
                                                          --------------  --------------
                                                             (9,218,200)    (71,202,675)
                                                          --------------  --------------

B CLASS/SHARES
AUTHORIZED                 20,000,000                         20,000,000
                       ==============                     ==============

Sold                            9,667            54,888           81,475         595,253

Issued in
reinvestment of
distributions                   4,908            27,329          120,823         765,058

Redeemed                    (166,558)         (941,919)        (250,589)     (1,720,368)
                       --------------    --------------   --------------  --------------
                            (151,983)         (859,702)         (48,291)       (360,057)
                       --------------    --------------   --------------  --------------

C CLASS/SHARES
AUTHORIZED                 20,000,000                         20,000,000
                       ==============                     ==============

Sold                           85,911           480,180          326,344       2,353,715

Issued in
reinvestment of
distributions                   9,099            50,308          262,066       1,650,552

Redeemed                    (478,678)       (2,683,422)      (1,523,779)    (10,474,334)
                       --------------    --------------   --------------  --------------
                            (383,668)       (2,152,934)        (935,369)     (6,470,067)
                       --------------    --------------   --------------  --------------

R CLASS/SHARES
AUTHORIZED                 20,000,000                         20,000,000
                       ==============                     ==============

Sold                          135,374           779,753          284,329       1,995,315

Issued in
reinvestment of
distributions                   3,046            16,944           27,378         173,553

Redeemed                     (47,687)         (277,688)         (74,072)       (485,935)
                       --------------    --------------   --------------  --------------
                               90,733           519,009          237,635       1,682,933
                       --------------    --------------   --------------  --------------
Net increase
(decrease)               (54,791,176)    $(306,750,849)     (26,947,732)  $(227,749,543)
                       ==============   ===============   ==============  ==============


------
37


                            Six months ended                  Year ended
                           September 30, 2008               March 31, 2008
                         Shares          Amount         Shares          Amount

Large Company Value

INVESTOR
CLASS/SHARES
AUTHORIZED              550,000,000                    550,000,000
                       ============                   ============

Sold                     31,215,172   $ 197,609,846     76,540,681   $ 576,064,660

Issued in
reinvestment of
distributions             1,347,065       8,136,784      7,187,899      52,324,248

Redeemed               (45,144,903)   (278,398,878)   (88,750,820)   (657,473,389)
                       ------------   -------------   ------------   -------------
                       (12,582,666)    (72,652,248)    (5,022,240)    (29,084,481)
                       ------------   -------------   ------------   -------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED              200,000,000                    200,000,000
                       ============                   ============

Sold                     22,114,042     137,581,440     33,589,521     243,933,475

Issued in
reinvestment of
distributions               981,778       5,875,041      3,541,198      25,810,952

Redeemed               (13,476,894)    (82,389,644)   (31,400,005)   (228,197,043)
                       ------------   -------------   ------------   -------------
                          9,618,926      61,066,837      5,730,714      41,547,384
                       ------------   -------------   ------------   -------------

A CLASS/SHARES
AUTHORIZED              300,000,000                    300,000,000
                       ============                   ============

Sold                      5,473,968      34,170,102     12,320,960      90,750,995

Issued in
connection with
reclassification
(Note 11)                        --              --     27,248,825     204,605,063

Issued in
reinvestment of
distributions               398,712       2,398,989      2,102,988      15,217,432

Redeemed               (12,501,152)    (78,097,062)   (21,497,528)   (157,103,590)
                       ------------   -------------   ------------   -------------
                        (6,628,472)    (41,527,971)     20,175,245     153,469,900
                       ------------   -------------   ------------   -------------

A CLASS
(OLD)/SHARES
AUTHORIZED                      N/A                            N/A
                       ============                   ============

Sold                                                     2,048,715      16,003,585

Issued in
reinvestment of
distributions                                              201,210       1,569,589

Redeemed in
connection with
reclassification
(Note 11)                                             (27,248,825)   (204,605,063)

Redeemed                                               (6,685,340)    (52,269,420)
                                                      ------------   -------------
                                                      (31,684,240)   (239,301,309)
                                                      ------------   -------------

B CLASS/SHARES
AUTHORIZED               20,000,000                     20,000,000
                       ============                   ============

Sold                         11,721          70,987         74,011         572,482

Issued in
reinvestment of
distributions                 9,574          57,523         69,313         504,234

Redeemed                  (315,054)     (1,953,186)      (440,433)     (3,203,529)
                       ------------   -------------   ------------   -------------
                          (293,759)     (1,824,676)      (297,109)     (2,126,813)
                       ------------   -------------   ------------   -------------

C CLASS/SHARES
AUTHORIZED               50,000,000                     50,000,000
                       ============                   ============

Sold                        257,522       1,602,001      1,786,478      13,418,691

Issued in
reinvestment of
distributions                15,435          92,683        125,755         912,831

Redeemed                (2,144,958)    (13,185,987)    (3,420,371)    (25,225,156)
                       ------------   -------------   ------------   -------------
                        (1,872,001)    (11,491,303)    (1,508,138)    (10,893,634)
                       ------------   -------------   ------------   -------------

R CLASS/SHARES
AUTHORIZED               20,000,000                     20,000,000
                       ============                   ============

Sold                        381,523       2,381,371        862,344       6,446,439

Issued in
reinvestment of
distributions                22,750         136,339        109,464         795,585

Redeemed                  (329,748)     (2,089,780)      (748,527)     (5,506,900)
                       ------------   -------------   ------------   -------------
                             74,525         427,930        223,281       1,735,124
                       ------------   -------------   ------------   -------------
Net increase
(decrease)             (11,683,447)   $(66,001,431)   (12,382,487)   $(84,653,829)
                       ============   =============   ============   =============


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38


5. AFFILIATED COMPANY TRANSACTIONS

If a fund's holding represents ownership of 5% or more of the voting
securities of a company, the company is affiliated as defined in the 1940 Act.
A summary of transactions for each company which is or was an affiliate at or
during the six months ended September 30, 2008 follows:

                                                                                       September 30, 2008
                 Share
                  Balance      Purchase        Sales       Realized     Dividend      Share        Market
Fund/Company      3/31/08        Cost          Cost       Gain (Loss)    Income      Balance       Value

Equity Income

Nicor Inc.(1)     2,255,000   $ 1,652,901   $ 96,088,704    $ 973,593   $1,528,362          --            --

WGL Holdings
Inc.              2,471,500    13,430,822     12,789,819      590,711    1,671,553   2,492,188   $80,871,501
                  ---------   -----------   ------------   ----------   ----------   ---------   -----------
                              $15,083,723   $108,878,523   $1,564,304   $3,199,915               $80,871,501
                              ===========   ============   ==========   ==========               ===========

(1) Company was not an affiliate at September 30, 2008.

6. SECURITIES LENDING

As of September 30, 2008, securities in Value valued at $3,304,063 were on
loan through the lending agent, JPMCB, to certain approved borrowers. As of
September 30, 2008, Equity Income and Large Company Value did not have any
securities on loan. JPMCB receives and maintains collateral in the form of
cash and/or acceptable securities as approved by ACIM. Cash collateral is
invested in authorized investments by the lending agent in a pooled account.
The value of cash collateral received at period end is disclosed in the
Statement of Assets and Liabilities and investments made with the cash by the
lending agent are listed in the Schedule of Investments. Any deficiencies or
excess of collateral must be delivered or transferred by the member firms no
later than the close of business on the next business day. The total market
value of all collateral received for Value, at this date, was $3,427,866. The
funds' risks in securities lending are that the borrower may not provide
additional collateral when required or return the securities when due. If the
borrower defaults, receipt of the collateral by the funds may be delayed or
limited.

7. FAIR VALUE MEASUREMENTS

The funds' securities valuation process is based on several considerations and
may use multiple inputs to determine the fair value of the positions held by
the funds. In conformity with accounting principles generally accepted in the
United States of America, the inputs used to determine a valuation are
classified into three broad levels as follows:

* Level 1 valuation inputs consist of actual quoted prices based on an active
market;

* Level 2 valuation inputs consist of significant direct or indirect
observable market data; or

* Level 3 valuation inputs consist of significant unobservable inputs such as
the fund's own assumptions.

The level classification is based on the lowest level input that is
significant to the fair valuation measurement. The valuation inputs are not an
indication of the risks associated with investing in these securities or other
financial instruments.


------
39


The following is a summary of the valuation inputs used to determine the fair
value of the funds' securities and other financial instruments as of September
30, 2008:

                                                                         Unrealized
                                                                         Gain (Loss)
                                                          Value of        on Other
                                                         Investment       Financial
Fund/Valuation Inputs                                    Securities     Instruments*

EQUITY INCOME
Level 1 -- Quoted Prices                                $3,492,768,904             --
Level 2 -- Other Significant Observable Inputs           1,269,601,946     $7,557,692
Level 3 -- Significant Unobservable Inputs                          --             --
                                                        --------------   ------------
                                                        $4,762,370,850     $7,557,692
                                                        ==============   ============

VALUE
Level 1 -- Quoted Prices                                $1,686,916,381             --
Level 2 -- Other Significant Observable Inputs             110,978,876     $3,573,884
Level 3 -- Significant Unobservable Inputs                          --             --
                                                        --------------   ------------
                                                        $1,797,895,257     $3,573,884
                                                        ==============   ============

LARGE COMPANY VALUE
Level 1 -- Quoted Prices                                $1,810,323,146   $(3,763,808)
Level 2 -- Other Significant Observable Inputs              78,896,050             --
Level 3 -- Significant Unobservable Inputs                          --             --
                                                        --------------   ------------
                                                        $1,889,219,196   $(3,763,808)
                                                        ==============   ============

*Includes forward foreign currency exchange contracts and futures contracts.

8. BANK LINE OF CREDIT

The funds, along with certain other funds managed by ACIM or ACGIM, have a
$500,000,000 unsecured bank line of credit agreement with Bank of America,
N.A. The funds may borrow money for temporary or emergency purposes to fund
shareholder redemptions. Borrowings under the agreement, which is subject to
annual renewal, bear interest at the Federal Funds rate plus 0.40%. The funds
did not borrow from the line during the six months ended September 30, 2008.

9. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic development, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws and restrictions.


------
40


10. FEDERAL TAX INFORMATION

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.

As of September 30, 2008, the components of investments for federal income tax
purposes were as follows:

                                                                        Large
                                  Equity Income        Value        Company Value
Federal tax cost of investments   $4,979,113,953   $1,970,227,921   $1,926,839,093
                                  ==============   ==============   ==============
Gross tax appreciation of
investments                        $ 201,059,744     $ 70,530,257    $ 261,403,307

Gross tax depreciation of
investments                        (417,802,847)    (242,862,921)    (299,023,204)
                                  --------------   --------------   --------------
Net tax appreciation
(depreciation) of investments     $(216,743,103)   $(172,332,664)    $(37,619,897)
                                  ==============   ==============   ==============

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales.

As of March 31, 2008, Equity Income had capital loss deferrals of
$(307,109,322). As of March 31, 2008, Value had capital and currency loss
deferrals of $(200,845,570) and $(56,460), respectively. The capital and
currency loss deferrals represent net capital and foreign currency losses
incurred in the five-month period ended March 31, 2008. Equity Income and
Value have elected to treat such losses as having been incurred in the
following fiscal year for federal income tax purposes.

11. CORPORATE EVENT

On July 27, 2007, the A Class (old) shareholders of Value approved a
reclassification of A Class (old) shares into Advisor Class shares. The change
was approved by the Board of Directors on November 29, 2006 and March 7, 2007.
The reclassification was effective on September 4, 2007. Subsequent to the
reclassification, the Advisor Class was renamed A Class.

On September 25, 2007, the A Class shareholders of Large Company Value
approved a reclassification of A Class (old) shares into Advisor Class shares.
The change was approved by the Board of Directors on November 29, 2006 and
March 7, 2007. The reclassification was effective on December 3, 2007.
Subsequent to the reclassification, the Advisor Class was renamed A Class.

12. RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in
September 2006, which is effective for fiscal years beginning after November
15, 2007. FAS 157 defines fair value, establishes a framework for measuring
fair value and expands the required financial statement disclosures about fair
value measurements. The adoption of FAS 157 does not materially impact the
determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities -- an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.


------
41


FINANCIAL HIGHLIGHTS
Equity Income

Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                        2008(1)         2008         2007         2006         2005         2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                 $7.30        $8.65        $8.11        $8.05        $7.84        $6.22
                       --------     --------     --------     --------     --------     --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)                 0.11         0.23         0.21         0.20         0.21         0.22

 Net Realized
 and
 Unrealized
 Gain (Loss)             (0.42)       (0.62)         1.05         0.36         0.61         1.71
                       --------     --------     --------     --------     --------     --------
 Total From
 Investment
 Operations              (0.31)       (0.39)         1.26         0.56         0.82         1.93
                       --------     --------     --------     --------     --------     --------
Distributions

 From Net
 Investment
 Income                  (0.11)       (0.23)       (0.17)       (0.18)       (0.19)       (0.19)

 From Net
 Realized
 Gains                       --       (0.73)       (0.55)       (0.32)       (0.42)       (0.12)
                       --------     --------     --------     --------     --------     --------
 Total
 Distributions           (0.11)       (0.96)       (0.72)       (0.50)       (0.61)       (0.31)
                       --------     --------     --------     --------     --------     --------
Net Asset
Value, End
of Period                 $6.88        $7.30        $8.65        $8.11        $8.05        $7.84
                       ========     ========     ========     ========     ========     ========

TOTAL RETURN(3)         (4.27)%      (5.17)%       15.79%        7.21%       10.69%       31.30%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                 0.97%(4)        0.97%        0.97%        0.98%        0.99%        1.00%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets             3.17%(4)        2.68%        2.43%        2.53%        2.56%        2.95%

Portfolio
Turnover Rate              145%         165%         160%         150%         174%          91%

Net Assets,
End of Period
(in thousands)       $3,328,473   $3,719,757   $4,790,510   $3,715,366   $3,290,442   $2,248,158

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
42


Equity Income

Institutional Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                      2008(1)       2008      2007       2006       2005       2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period               $7.31      $8.65     $8.11      $8.06      $7.85      $6.23
                     --------   --------  --------   --------   --------   --------

Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)               0.12       0.25      0.23       0.22       0.22       0.24

 Net Realized
 and
 Unrealized
 Gain (Loss)           (0.43)     (0.61)      1.05       0.35       0.61       1.71
                     --------   --------  --------   --------   --------   --------
 Total From
 Investment
 Operations            (0.31)     (0.36)      1.28       0.57       0.83       1.95
                     --------   --------  --------   --------   --------   --------
Distributions

 From Net
 Investment
 Income                (0.12)     (0.25)    (0.19)     (0.20)     (0.20)     (0.21)

 From Net
 Realized
 Gains                     --     (0.73)    (0.55)     (0.32)     (0.42)     (0.12)
                     --------   --------  --------   --------   --------   --------
 Total
 Distributions         (0.12)     (0.98)    (0.74)     (0.52)     (0.62)     (0.33)
                     --------   --------  --------   --------   --------   --------
Net Asset
Value, End
of Period               $6.88      $7.31     $8.65      $8.11      $8.06      $7.85
                     ========   ========  ========   ========   ========   ========

TOTAL
RETURN(3)             (4.30)%    (4.85)%    16.01%      7.29%     10.91%     31.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets               0.77%(4)      0.77%     0.77%      0.78%      0.79%      0.80%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets           3.37%(4)      2.88%     2.63%      2.73%      2.76%      3.15%

Portfolio
Turnover Rate            145%       165%      160%       150%       174%        91%

Net Assets,
End of
Period (in
thousands)           $493,969   $496,033  $551,202   $382,909   $257,195   $183,330

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
43


Equity Income

A Class(1)
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                       2008(2)       2008         2007       2006       2005      2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                $7.30      $8.65        $8.11      $8.05      $7.84     $6.22
                      --------   --------     --------   --------   --------  --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(3)                0.10       0.20         0.19       0.18       0.19      0.20

 Net Realized
 and
 Unrealized
 Gain (Loss)            (0.42)     (0.61)         1.05       0.36       0.61      1.72
                      --------   --------     --------   --------   --------  --------
 Total From
 Investment
 Operations             (0.32)     (0.41)         1.24       0.54       0.80      1.92
                      --------   --------     --------   --------   --------  --------
Distributions

 From Net
 Investment
 Income                 (0.10)     (0.21)       (0.15)     (0.16)     (0.17)    (0.18)

 From Net
 Realized
 Gains                      --     (0.73)       (0.55)     (0.32)     (0.42)    (0.12)
                      --------   --------     --------   --------   --------  --------
 Total
 Distributions          (0.10)     (0.94)       (0.70)     (0.48)     (0.59)    (0.30)
                      --------   --------     --------   --------   --------  --------
Net Asset
Value, End
of Period                $6.88      $7.30        $8.65      $8.11      $8.05     $7.84
                      ========   ========     ========   ========   ========  ========

TOTAL
RETURN(4)              (4.39)%    (5.40)%       15.51%      6.94%     10.41%    30.97%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                1.22%(5)      1.22%        1.22%      1.23%      1.24%     1.25%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets            2.92%(5)      2.43%        2.18%      2.28%      2.31%     2.70%

Portfolio
Turnover Rate             145%       165%         160%       150%       174%       91%

Net Assets,
End of Period
(in thousands)        $827,276   $933,600   $1,280,888   $902,749   $765,331  $457,360

(1) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class.

(2) Six months ended September 30, 2008 (unaudited).

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

(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 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.

See Notes to Financial Statements.


------
44


Equity Income

B Class
For a Share Outstanding Throughout the Periods Indicated
                                                         2008(1)    2008(2)
PER-SHARE DATA

Net Asset Value, Beginning of Period                       $7.30      $8.99
                                                        --------   --------
Income From Investment Operations

 Net Investment Income (Loss)(3)                            0.07       0.08

 Net Realized and Unrealized Gain (Loss)                  (0.41)     (0.95)
                                                        --------   --------
 Total From Investment Operations                         (0.34)     (0.87)
                                                        --------   --------
Distributions

 From Net Investment Income                               (0.08)     (0.09)

 From Net Realized Gains                                      --     (0.73)
                                                        --------   --------
 Total Distributions                                      (0.08)     (0.82)
                                                        --------   --------
Net Asset Value, End of Period                             $6.88      $7.30
                                                        ========   ========

TOTAL RETURN(4)                                          (4.74)%   (10.28)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets       1.97%(5)   1.97%(5)

Ratio of Net Investment Income (Loss)
to Average Net Assets                                   2.17%(5)   2.11%(5)

Portfolio Turnover Rate                                     145%    165%(6)

Net Assets, End of Period (in thousands)                    $601       $235

(1) Six months ended September 30, 2008 (unaudited).

(2) September 28, 2007 (commencement of sale) through March 31, 2008.

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

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2008.

See Notes to Financial Statements.


------
45


Equity Income

C Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                        2008(1)       2008      2007         2006       2005        2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period       $7.30      $8.65     $8.11        $8.06      $7.85       $6.21

                       --------   --------  --------     --------   --------    --------
Income From
Investment
Operations

 Net Investment
 Income
 (Loss)(2)                 0.07       0.14      0.12         0.13       0.13        0.15

 Net Realized
 and Unrealized
 Gain (Loss)             (0.41)     (0.61)      1.06         0.34       0.61        1.73

                       --------   --------  --------     --------   --------    --------
 Total From
 Investment
 Operations              (0.34)     (0.47)      1.18         0.47       0.74        1.88

                       --------   --------  --------     --------   --------    --------
Distributions

 From Net
 Investment
 Income                  (0.08)     (0.15)    (0.09)       (0.10)     (0.11)      (0.12)

 From Net
 Realized Gains              --     (0.73)    (0.55)       (0.32)     (0.42)      (0.12)

                       --------   --------  --------     --------   --------    --------
 Total
 Distributions           (0.08)     (0.88)    (0.64)       (0.42)     (0.53)      (0.24)

                       --------   --------  --------     --------   --------    --------
Net Asset Value,
End of Period             $6.88      $7.30     $8.65        $8.11      $8.06       $7.85
                       ========   ========  ========     ========   ========    ========

TOTAL RETURN(3)         (4.74)%    (6.10)%    14.65%        6.02%      9.60%      30.37%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                 1.97%(4)      1.97%     1.97%        1.98%      1.99%       2.00%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets             2.17%(4)      1.68%     1.43%        1.53%      1.56%       1.95%

Portfolio
Turnover Rate              145%       165%      160%         150%       174%         91%

Net Assets, End
of Period (in
thousands)             $104,436   $116,985  $127,266      $98,481    $63,512     $42,579

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
46


Equity Income

R Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                        2008(1)        2008       2007        2006      2005    2004(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period       $7.29       $8.63      $8.09       $8.04     $7.84      $7.22
                       --------    --------   --------    --------  --------   --------
Income From
Investment
Operations

 Net Investment
 Income
 (Loss)(3)                 0.09        0.18       0.17        0.17      0.17       0.11

 Net Realized
 and Unrealized
 Gain (Loss)             (0.43)      (0.60)       1.05        0.34      0.60       0.76
                       --------    --------   --------    --------  --------   --------
 Total From
 Investment
 Operations              (0.34)      (0.42)       1.22        0.51      0.77       0.87
                       --------    --------   --------    --------  --------   --------
Distributions

 From Net
 Investment
 Income                  (0.09)      (0.19)     (0.13)      (0.14)    (0.15)     (0.13)

 From Net
 Realized Gains              --      (0.73)     (0.55)      (0.32)    (0.42)     (0.12)
                       --------    --------   --------    --------  --------   --------
 Total
 Distributions           (0.09)      (0.92)     (0.68)      (0.46)    (0.57)     (0.25)
                       --------    --------   --------    --------  --------   --------
Net Asset Value,
End of Period             $6.86       $7.29      $8.63       $8.09     $8.04      $7.84
                       ========    ========   ========    ========  ========   ========

TOTAL RETURN(4)         (4.65)%     (5.53)%     15.25%       6.56%    10.03%     12.19%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                 1.47%(5)       1.47%      1.47%       1.48%  1.44%(6)   1.50%(5)

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets             2.67%(5)       2.18%      1.93%       2.03%  2.11%(6)   2.44%(5)

Portfolio
Turnover Rate              145%        165%       160%        150%      174%     91%(7)

Net Assets, End
of Period (in
thousands)              $40,440     $42,720    $44,767     $24,283    $6,046       $392

(1) Six months ended September 30, 2008 (unaudited).

(2) August 29, 2003 (commencement of sale) through March 31, 2004.

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

(4) 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.

(5) Annualized.

(6) During a portion of the year ended March 31, 2005, the class received a
partial reimbursement of its distribution and service fees. Had fees not been
reimbursed the annualized ratio of operating expenses to average net assets
and annualized ratio of net investment income (loss) to average net assets
would have been 1.49% and 2.06%, respectively.

(7) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2004.

See Notes to Financial Statements.


------
47


Value

Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                        2008(1)         2008         2007        2006         2005         2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                 $5.78        $7.61        $7.18       $7.31        $7.72        $5.61
                       --------     --------     --------    --------     --------     --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)                 0.07         0.12         0.12        0.12         0.09         0.09

 Net Realized
 and
 Unrealized
 Gain (Loss)             (0.42)       (0.92)         0.93        0.57         0.64         2.18
                       --------     --------     --------    --------     --------     --------
 Total From
 Investment
 Operations              (0.35)       (0.80)         1.05        0.69         0.73         2.27
                       --------     --------     --------    --------     --------     --------
Distributions

 From Net
 Investment
 Income                  (0.06)       (0.12)       (0.11)      (0.10)       (0.09)       (0.08)

 From Net
 Realized
 Gains                       --       (0.91)       (0.51)      (0.72)       (1.05)       (0.08)
                       --------     --------     --------    --------     --------     --------
 Total
 Distributions           (0.06)       (1.03)       (0.62)      (0.82)       (1.14)       (0.16)
                       --------     --------     --------    --------     --------     --------
Net Asset
Value, End
of Period                 $5.37        $5.78        $7.61       $7.18        $7.31        $7.72
                       ========     ========     ========    ========     ========     ========

TOTAL
RETURN(3)               (6.01)%     (11.56)%       14.90%       9.89%        9.95%       40.66%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                 1.00%(4)        1.00%        0.99%       0.99%        0.99%        1.00%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets             2.30%(4)        1.65%        1.58%       1.71%        1.16%        1.26%

Portfolio
Turnover Rate               52%         152%         140%        134%         130%         122%

Net Assets,
End of Period
(in thousands)       $1,431,510   $1,707,366   $2,495,067  $2,296,153   $2,315,507   $2,152,265

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
48


Value

Institutional Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                       2008(1)       2008       2007       2006       2005      2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                $5.79      $7.62      $7.19      $7.32      $7.72     $5.61
                      --------   --------   --------   --------   --------  --------
Income From
Investment
Operations

 Net Investment
 Income
 (Loss)(2)                0.07       0.13       0.13       0.14       0.10      0.10

 Net Realized
 and Unrealized
 Gain (Loss)            (0.41)     (0.91)       0.94       0.57       0.65      2.18
                      --------   --------   --------   --------   --------  --------
 Total From
 Investment
 Operations             (0.34)     (0.78)       1.07       0.71       0.75      2.28
                      --------   --------   --------   --------   --------  --------
Distributions

 From Net
 Investment
 Income                 (0.07)     (0.14)     (0.13)     (0.12)     (0.10)    (0.09)

 From Net
 Realized Gains             --     (0.91)     (0.51)     (0.72)     (1.05)    (0.08)
                      --------   --------   --------   --------   --------  --------
 Total
 Distributions          (0.07)     (1.05)     (0.64)     (0.84)     (1.15)    (0.17)
                      --------   --------   --------   --------   --------  --------
Net Asset
Value, End
of Period                $5.38      $5.79      $7.62      $7.19      $7.32     $7.72
                      ========   ========   ========   ========   ========  ========

TOTAL RETURN(3)        (5.91)%   (11.36)%     15.11%     10.10%     10.30%    40.93%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                0.80%(4)      0.80%      0.79%      0.79%      0.79%     0.80%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets            2.50%(4)      1.85%      1.78%      1.91%      1.36%     1.46%

Portfolio
Turnover Rate              52%       152%       140%       134%       130%      122%

Net Assets, End
of Period (in
thousands)            $175,918   $307,769   $289,536   $254,778   $251,812  $223,282

(1) Six months ended September 30, 2008 (unaudited).

(2) Computed using the 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.

See Notes to Financial Statements.


------
49


Value

A Class(1)
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                       2008(2)       2008       2007       2006       2005      2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                $5.78      $7.61      $7.18      $7.31      $7.72     $5.60
                      --------   --------   --------   --------   --------  --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(3)                0.06       0.10       0.10       0.10       0.07      0.07

 Net Realized
 and
 Unrealized
 Gain (Loss)            (0.41)     (0.92)       0.93       0.57       0.64      2.19
                      --------   --------   --------   --------   --------  --------
 Total From
 Investment
 Operations             (0.35)     (0.82)       1.03       0.67       0.71      2.26
                      --------   --------   --------   --------   --------  --------
Distributions

 From Net
 Investment
 Income                 (0.06)     (0.10)     (0.09)     (0.08)     (0.07)    (0.06)

 From Net
 Realized
 Gains                      --     (0.91)     (0.51)     (0.72)     (1.05)    (0.08)
                      --------   --------   --------   --------   --------  --------
 Total
 Distributions          (0.06)     (1.01)     (0.60)     (0.80)     (1.12)    (0.14)
                      --------   --------   --------   --------   --------  --------
Net Asset
Value, End
of Period                $5.37      $5.78      $7.61      $7.18      $7.31     $7.72
                      ========   ========   ========   ========   ========  ========

TOTAL RETURN(4)        (6.13)%   (11.76)%     14.62%      9.61%      9.67%    40.56%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                1.25%(5)      1.25%      1.24%      1.24%      1.24%     1.25%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets            2.05%(5)      1.40%      1.33%      1.46%      0.91%     1.01%

Portfolio
Turnover Rate              52%       152%       140%       134%       130%      122%

Net Assets, End
of Period (in
thousands)            $149,562   $191,739   $249,265   $214,835   $236,960  $403,212

(1) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class.

(2) Six months ended September 30, 2008 (unaudited).

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

(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 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.

See Notes to Financial Statements.


------
50


Value

B Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                            2008(1)       2008      2007       2006       2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of Period           $5.78      $7.61     $7.18      $7.31      $7.73     $5.61

                            -------    -------   -------    -------    -------   -------
Income From
Investment
Operations

 Net Investment
 Income (Loss)(2)              0.04       0.05      0.04       0.05       0.01      0.01

 Net Realized
 and Unrealized
 Gain (Loss)                 (0.41)     (0.92)      0.94       0.57       0.65      2.20

                            -------    -------   -------    -------    -------   -------
 Total From
 Investment
 Operations                  (0.37)     (0.87)      0.98       0.62       0.66      2.21

                            -------    -------   -------    -------    -------   -------
Distributions

 From Net
 Investment Income           (0.04)     (0.05)    (0.04)     (0.03)     (0.03)    (0.01)

 From Net
 Realized Gains                  --     (0.91)    (0.51)     (0.72)     (1.05)    (0.08)

                            -------    -------   -------    -------    -------   -------
 Total Distributions         (0.04)     (0.96)    (0.55)     (0.75)     (1.08)    (0.09)

                            -------    -------   -------    -------    -------   -------
Net Asset Value,
End of Period                 $5.37      $5.78     $7.61      $7.18      $7.31     $7.73
                            =======    =======   =======    =======    =======   =======

TOTAL RETURN(3)             (6.48)%   (12.41)%    13.78%      8.81%      8.93%    39.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to Average
Net Assets                 2.00%(4)      2.00%     1.99%      1.99%      1.99%     2.00%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets                 1.30%(4)      0.65%     0.58%      0.71%      0.16%     0.26%

Portfolio
Turnover Rate                   52%       152%      140%       134%       130%      122%

Net Assets, End
of Period (in
thousands)                   $4,385     $5,601    $7,740     $7,129     $5,059    $2,656

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
51


Value

C Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                          2008(1)       2008     2007      2006      2005       2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period                      $5.74      $7.56    $7.14     $7.27     $7.70      $5.58
                          -------    -------  -------   -------   -------    -------
Income From
Investment
Operations

 Net Investment
 Income (Loss)(2)            0.04       0.05     0.04      0.05      0.01       0.02

 Net Realized
 and Unrealized
 Gain (Loss)               (0.41)     (0.91)     0.93      0.57      0.64       2.19
                          -------    -------  -------   -------   -------    -------
 Total From
 Investment
 Operations                (0.37)     (0.86)     0.97      0.62      0.65       2.21
                          -------    -------  -------   -------   -------    -------
Distributions

 From Net
 Investment Income         (0.04)     (0.05)   (0.04)    (0.03)    (0.03)     (0.01)

 From Net
 Realized Gains                --     (0.91)   (0.51)    (0.72)    (1.05)     (0.08)
                          -------    -------  -------   -------   -------    -------
 Total
 Distributions             (0.04)     (0.96)   (0.55)    (0.75)    (1.08)     (0.09)
                          -------    -------  -------   -------   -------    -------
Net Asset Value,
End of Period               $5.33      $5.74    $7.56     $7.14     $7.27      $7.70
                          =======    =======  =======   =======   =======    =======

TOTAL RETURN(3)           (6.53)%   (12.36)%   13.71%     8.87%     8.84%     39.73%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to
Average Net Assets       2.00%(4)      2.00%    1.99%     1.99%     1.99%      2.00%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets               1.30%(4)      0.65%    0.58%     0.71%     0.16%      0.26%

Portfolio
Turnover Rate                 52%       152%     140%      134%      130%       122%

Net Assets, End
of Period (in
thousands)                 $8,664    $11,532  $22,274   $19,259   $13,885     $6,613

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
52


Value

R Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                            2008(1)       2008      2007    2006(2)
PER-SHARE DATA

Net Asset Value, Beginning of Period          $5.78      $7.61     $7.18      $7.60
                                            -------    -------   -------    -------
Income From Investment Operations

 Net Investment Income (Loss)(3)               0.05       0.09      0.08       0.06

 Net Realized and Unrealized
 Gain (Loss)                                 (0.41)     (0.92)      0.94       0.29
                                            -------    -------   -------    -------
 Total From Investment Operations            (0.36)     (0.83)      1.02       0.35
                                            -------    -------   -------    -------
Distributions

 From Net Investment Income                  (0.05)     (0.09)    (0.08)     (0.05)

 From Net Realized Gains                         --     (0.91)    (0.51)     (0.72)
                                            -------    -------   -------    -------
 Total Distributions                         (0.05)     (1.00)    (0.59)     (0.77)
                                            -------    -------   -------    -------
Net Asset Value, End of Period                $5.37      $5.78     $7.61      $7.18
                                            =======    =======   =======    =======

TOTAL RETURN(4)                             (6.25)%   (11.98)%    14.34%      4.99%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets                      1.50%(5)      1.50%     1.49%   1.49%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets               1.80%(5)      1.15%     1.08%   1.17%(5)

Portfolio Turnover Rate                         52%       152%      140%    134%(6)

Net Assets, End of Period
(in thousands)                               $1,996     $1,625      $331        $43

(1) Six months ended September 30, 2008 (unaudited).

(2) July 29, 2005 (commencement of sale) through March 31, 2006.

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

(4) 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.

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2006.

See Notes to Financial Statements.


------
53


Large Company Value

Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                        2008(1)         2008         2007         2006       2005       2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                 $6.48        $7.55        $6.72        $6.39      $5.89      $4.29
                       --------     --------     --------     --------   --------   --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)                 0.07         0.14         0.13         0.12       0.12       0.09

 Net Realized
 and
 Unrealized
 Gain (Loss)             (0.88)       (0.85)         0.89         0.47       0.51       1.59
                       --------     --------     --------     --------   --------   --------
 Total From
 Investment
 Operations              (0.81)       (0.71)         1.02         0.59       0.63       1.68
                       --------     --------     --------     --------   --------   --------
Distributions

 From Net
 Investment
 Income                  (0.07)       (0.15)       (0.13)       (0.11)     (0.11)     (0.08)

 From Net
 Realized
 Gains                       --       (0.21)       (0.06)       (0.15)     (0.02)         --
                       --------     --------     --------     --------   --------   --------
 Total
 Distributions           (0.07)       (0.36)       (0.19)       (0.26)     (0.13)     (0.08)
                       --------     --------     --------     --------   --------   --------
Net Asset
Value, End
of Period                 $5.60        $6.48        $7.55        $6.72      $6.39      $5.89
                       ========     ========     ========     ========   ========   ========

TOTAL RETURN(3)        (12.58)%      (9.88)%       15.37%        9.44%     10.73%     39.34%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                 0.83%(4)        0.83%        0.83%        0.84%      0.87%      0.90%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets             2.26%(4)        1.93%        1.86%        1.75%      1.90%      1.58%

Portfolio
Turnover Rate               14%          18%          12%          16%        18%        14%

Net Assets,
End of Period
(in thousands)       $1,012,538   $1,251,631   $1,498,119   $1,112,858   $659,277   $350,516

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
54


Large Company Value

Institutional Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                      2008(1)       2008      2007       2006       2005       2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period               $6.48      $7.55     $6.72      $6.39      $5.89      $4.29
                     --------   --------  --------   --------   --------   --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(2)               0.08       0.16      0.15       0.13       0.13       0.10

 Net Realized
 and
 Unrealized
 Gain (Loss)           (0.88)     (0.86)      0.88       0.47       0.51       1.59
                     --------   --------  --------   --------   --------   --------
 Total From
 Investment
 Operations            (0.80)     (0.70)      1.03       0.60       0.64       1.69
                     --------   --------  --------   --------   --------   --------
Distributions

 From Net
 Investment
 Income                (0.08)     (0.16)    (0.14)     (0.12)     (0.12)     (0.09)

 From Net
 Realized
 Gains                     --     (0.21)    (0.06)     (0.15)     (0.02)         --
                     --------   --------  --------   --------   --------   --------
 Total
 Distributions         (0.08)     (0.37)    (0.20)     (0.27)     (0.14)     (0.09)
                     --------   --------  --------   --------   --------   --------
Net Asset
Value, End
of Period               $5.60      $6.48     $7.55      $6.72      $6.39      $5.89
                     ========   ========  ========   ========   ========   ========

TOTAL RETURN(3)      (12.49)%    (9.70)%    15.60%      9.65%     10.94%     39.61%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets               0.63%(4)      0.63%     0.63%      0.64%      0.67%      0.70%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets           2.46%(4)      2.13%     2.06%      1.95%      2.10%      1.78%

Portfolio
Turnover Rate             14%        18%       12%        16%        18%        14%

Net Assets,
End of Period
(in thousands)       $521,413   $540,297  $587,012   $527,109   $438,518   $151,622

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
55


Large Company Value

A Class(1)
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                      2008(2)       2008       2007      2006       2005        2004
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period               $6.47      $7.55      $6.72     $6.39      $5.89       $4.29
                     --------   --------   --------  --------   --------    --------
Income From
Investment
Operations

 Net
 Investment
 Income
 (Loss)(3)               0.06       0.12       0.12      0.10       0.10        0.07

 Net Realized
 and
 Unrealized
 Gain (Loss)           (0.87)     (0.86)       0.88      0.47       0.51        1.60
                     --------   --------   --------  --------   --------    --------
 Total From
 Investment
 Operations            (0.81)     (0.74)       1.00      0.57       0.61        1.67
                     --------   --------   --------  --------   --------    --------
Distributions

 From Net
 Investment
 Income                (0.06)     (0.13)     (0.11)    (0.09)     (0.09)      (0.07)

 From Net
 Realized
 Gains                     --     (0.21)     (0.06)    (0.15)     (0.02)          --
                     --------   --------   --------  --------   --------    --------
 Total
 Distributions         (0.06)     (0.34)     (0.17)    (0.24)     (0.11)      (0.07)
                     --------   --------   --------  --------   --------    --------
Net Asset
Value, End
of Period               $5.60      $6.47      $7.55     $6.72      $6.39       $5.89
                     ========   ========   ========  ========   ========    ========

TOTAL RETURN(4)      (12.55)%   (10.24)%     15.08%     9.17%     10.45%      38.99%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets               1.08%(5)      1.08%      1.08%     1.09%      1.12%       1.15%

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets           2.01%(5)      1.68%      1.61%     1.50%      1.65%       1.33%

Portfolio
Turnover Rate             14%        18%        12%       16%        18%         14%

Net Assets,
End of Period
(in thousands)       $285,699   $373,078   $282,930  $184,601   $104,612     $19,265

(1) Prior to December 3, 2007, the A Class was referred to as the Advisor
Class.

(2) Six months ended September 30, 2008 (unaudited).

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

(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 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.

See Notes to Financial Statements.


------
56


Large Company Value

B Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                          2008(1)       2008     2007      2006      2005       2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period                      $6.49      $7.57    $6.74     $6.41     $5.91      $4.29
                          -------    -------  -------   -------   -------    -------
Income From
Investment
Operations

 Net Investment
 Income (Loss)(2)            0.04       0.07     0.06      0.05      0.05       0.03

 Net Realized
 and Unrealized
 Gain (Loss)               (0.87)     (0.87)     0.89      0.47      0.52       1.62
                          -------    -------  -------   -------   -------    -------
 Total From
 Investment
 Operations                (0.83)     (0.80)     0.95      0.52      0.57       1.65
                          -------    -------  -------   -------   -------    -------
Distributions

 From Net
 Investment Income         (0.04)     (0.07)   (0.06)    (0.04)    (0.05)     (0.03)

 From Net
 Realized Gains                --     (0.21)   (0.06)    (0.15)    (0.02)         --
                          -------    -------  -------   -------   -------    -------
 Total
 Distributions             (0.04)     (0.28)   (0.12)    (0.19)    (0.07)     (0.03)
                          -------    -------  -------   -------   -------    -------
Net Asset Value,
End of Period               $5.62      $6.49    $7.57     $6.74     $6.41      $5.91
                          =======    =======  =======   =======   =======    =======

TOTAL RETURN(3)          (12.84)%   (10.88)%   14.18%     8.33%     9.59%     38.41%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to
Average Net Assets       1.83%(4)      1.83%    1.83%     1.84%     1.87%      1.90%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets               1.26%(4)      0.93%    0.86%     0.75%     0.90%      0.58%

Portfolio
Turnover Rate                 14%        18%      12%       16%       18%        14%

Net Assets, End
of Period (in
thousands)                 $9,569    $12,965  $17,374   $15,954   $13,009     $5,642

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
57


Large Company Value

C Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                         2008(1)       2008     2007      2006      2005      2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period                     $6.47      $7.55    $6.72     $6.39     $5.89     $4.28
                         -------    -------  -------   -------   -------   -------
Income From
Investment
Operations

 Net Investment
 Income (Loss)(2)           0.04       0.07     0.06      0.05      0.05      0.03

 Net Realized
 and Unrealized
 Gain (Loss)              (0.87)     (0.87)     0.89      0.47      0.52      1.61
                         -------    -------  -------   -------   -------   -------
 Total From
 Investment
 Operations               (0.83)     (0.80)     0.95      0.52      0.57      1.64
                         -------    -------  -------   -------   -------   -------
Distributions

 From Net
 Investment
 Income                   (0.04)     (0.07)   (0.06)    (0.04)    (0.05)    (0.03)

 From Net
 Realized Gains               --     (0.21)   (0.06)    (0.15)    (0.02)        --
                         -------    -------  -------   -------   -------   -------
 Total
 Distributions            (0.04)     (0.28)   (0.12)    (0.19)    (0.07)    (0.03)
                         -------    -------  -------   -------   -------   -------
Net Asset Value,
End of Period              $5.60      $6.47    $7.55     $6.72     $6.39     $5.89
                         =======    =======  =======   =======   =======   =======

TOTAL RETURN(3)         (12.88)%   (10.91)%   14.22%     8.35%     9.62%    38.27%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                  1.83%(4)      1.83%    1.83%     1.84%     1.87%     1.90%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets              1.26%(4)      0.93%    0.86%     0.75%     0.90%     0.58%

Portfolio
Turnover Rate                14%        18%      12%       16%       18%       14%

Net Assets, End
of Period (in
thousands)               $34,317    $51,775  $71,792   $61,682   $40,789   $11,030

(1) Six months ended September 30, 2008 (unaudited).

(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.

See Notes to Financial Statements.


------
58


Large Company Value

R Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                       2008(1)      2008      2007      2006       2005    2004(2)
PER-SHARE DATA

Net Asset
Value,
Beginning
of Period                $6.48     $7.56     $6.72     $6.39      $5.89      $5.18
                       -------   -------   -------   -------    -------    -------
Income From
Investment
Operations

 Net Investment
 Income
 (Loss)(3)                0.06      0.11      0.10      0.09       0.09       0.03

 Net Realized
 and Unrealized
 Gain (Loss)            (0.89)    (0.87)      0.89      0.47       0.51       0.72
                       -------   -------   -------   -------    -------    -------
 Total From
 Investment
 Operations             (0.83)    (0.76)      0.99      0.56       0.60       0.75
                       -------   -------   -------   -------    -------    -------
Distributions

 From Net
 Investment
 Income                 (0.05)    (0.11)    (0.09)    (0.08)     (0.08)     (0.04)

 From Net
 Realized Gains             --    (0.21)    (0.06)    (0.15)     (0.02)         --
                       -------   -------   -------   -------    -------    -------
 Total
 Distributions          (0.05)    (0.32)    (0.15)    (0.23)     (0.10)     (0.04)
                       -------   -------   -------   -------    -------    -------
Net Asset
Value, End
 of Period               $5.60     $6.48     $7.56     $6.72      $6.39      $5.89
                       =======   =======   =======   =======    =======    =======

TOTAL RETURN(4)       (12.80)%  (10.45)%    14.95%     8.90%     10.17%     14.63%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets                1.33%(5)     1.33%     1.33%     1.34%   1.33%(6)   1.40%(5)

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets            1.76%(5)     1.43%     1.36%     1.25%   1.44%(6)   0.77%(5)

Portfolio
Turnover Rate              14%       18%       12%       16%        18%     14%(7)

Net Assets, End
of Period (in
thousands)             $14,848   $16,675   $17,765   $10,984     $2,143       $168

(1) Six months ended September 30, 2008 (unaudited).

(2) August 29, 2003 (commencement of sale) through March 31, 2004.

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

(4) 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.

(5) Annualized.

(6) During the year ended March 31, 2005, the class received a partial
reimbursement of its distribution and service fee. Had fees not been
reimbursed, the ratio of operating expenses to average net assets and ratio of
net investment income (loss) to average net assets would have been 1.37% and
1.40%, respectively.

(7) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2004.

See Notes to Financial Statements.


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59


APPROVAL OF MANAGEMENT AGREEMENTS
Equity Income, Value and Large Company Value

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century, this process is referred to as the "15(c) Process."
As a part of this process, the board reviews fund performance, shareholder
services, audit and compliance information, and a variety of other reports
from the advisor concerning fund operations. In addition to this annual
review, the board of directors oversees and evaluates on a continuous basis at
its quarterly meetings the nature and quality of significant services
performed by the advisor, fund performance, audit and compliance information,
and a variety of other reports relating to fund operations. The board, or
committees of the board, also holds special meetings as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Equity Income, Value and Large Company
Value (the "funds") and the services provided to the funds under the
management agreement. The information considered and the discussions held at
the meetings included, but were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of


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60


the fund, the Directors did not identify any single factor as being
all-important or controlling, and each Director may have attributed different
levels of importance to different factors. In deciding to renew the management
agreement under the terms ultimately determined by the board to be
appropriate, the Directors' decision was based on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES--GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the funds, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process comparing the funds' performance with that of similar funds not
managed by the


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61


advisor. If performance concerns are identified, the Directors discuss with
the advisor the reasons for such results (e.g., market conditions, security
selection) and any efforts being undertaken to improve performance. The funds'
quarter end performance fell below the median for their peer groups for both
the one- and three-year periods during the past year. The board discussed the
funds' performance with the advisor and was satisfied with the efforts being
undertaken by the advisor. The board will continue to monitor these efforts
and the performance of the funds. More detailed information about the funds'
performance can be found in the PERFORMANCE and PORTFOLIO COMMENTARY sections
of this report.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.


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62


COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the funds and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the funds' unified fee to the total
expense ratio of other funds in the funds' peer groups. The unified fee
charged to shareholders of each of the funds was below the median of the total
expense ratios of their respective peer groups. The board concluded that the
management fee paid by the funds to the advisor was reasonable in light of the
services provided to the funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the funds to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.


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63


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, any distributions you receive from an IRA or certain
403(b), 457 and qualified plans [those not eligible for rollover to an IRA or
to another qualified plan] are subject to federal income tax withholding,
unless you elect not to have withholding apply. Tax will be withheld on the
total amount withdrawn even though you may be receiving amounts that are not
subject to withholding, such as nondeductible contributions. In such case,
excess amounts of withholding could occur. You may adjust your withholding
election so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. Even if you plan to roll over the amount you
withdraw to another tax-deferred account, the withholding rate still applies
to the withdrawn amount unless we have received notice not to withhold federal
income tax prior to the withdrawal. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


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64


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The LIPPER EQUITY INCOME FUNDS INDEX is an equally-weighted index of,
typically, the 30 largest equity income mutual funds that purchase securities
of companies of all market capitalizations.

The LIPPER MULTI-CAP VALUE FUNDS INDEX is an equally-weighted index of,
typically, the 30 largest mutual funds that use a value investment strategy to
purchase securities of companies of all market capitalizations.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL 3000® VALUE INDEX measures the performance of those Russell 3000
Index companies (the 3,000 largest U.S. companies based on total market
capitalization) with lower price-to-book ratios and lower forecasted growth
values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.


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65


The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The S&P 500 INDEX is a market value-weighted index of the stocks of 500
publicly traded U.S. companies chosen for market size, liquidity, and industry
group representation that are considered to be leading firms in dominant
industries. Each stock's weight in the index is proportionate to its market
value. Created by Standard & Poor's, it is considered to be a broad measure of
U.S. stock market performance.


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NOTES


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67


NOTES


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[back cover]

[american century investments logo and text logo ®]

CONTACT US

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . .       1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . .       1-800-345-2021 or
                                                                 816-531-5575

INVESTORS USING ADVISORS . . . . . . . . . . . . . . . . .       1-800-378-9878

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED
RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . . .       1-800-345-3533

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . . .       1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . . .       1-800-634-4113

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

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

PRSRT STD
U.S. POSTAGE PAID
AMERICAN CENTURY
COMPANIES

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0811
CL-SAN-61618S














[front cover]

SEMIANNUAL REPORT
SEPTEMBER 30, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

EQUITY INDEX FUND




PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for taking time to review the following discussions, from our
experienced portfolio management team, of the fund reporting period ended
September 30, 2008. It was a time of enormous upheaval and change. We
understand and appreciate the challenges you have faced during this historic
period, and share your concerns about the economy, the markets, and fund
holdings. To help address these issues, I'd like to provide my perspective on
how we have managed--and continue to manage--your investments in these
uncertain times.

As a company, American Century Investments® is well positioned to deal with
market turmoil. We are financially strong and privately held, which allows us
to align our resources with your long-term investment interests. In addition,
our actively managed, team-based approach allows our portfolio teams to
identify attractive investment opportunities regardless of market conditions.

Our seasoned investment professionals have substantial experience and have
successfully navigated previous market crises. These portfolio managers and
analysts continue to use a team approach and follow disciplined investment
processes designed to produce the best possible long-term results for you. For
example, our equity investment teams are working closely with our fixed income
group to monitor and assess credit crisis developments. The fixed income team
anticipated dislocation in the credit markets and--through its disciplined
processes and teamwork--helped reduce our exposure to investments that
suffered substantial losses.

How soon a sustainable recovery will occur is uncertain. But I am certain of
this: Since 1958, we've demonstrated a consistent ability to execute solid,
long-term investment strategies and the discipline to remain focused during
times of volatility or shifts in the markets. We've stayed true to our
principles, especially our belief that your success is the ultimate measure of
our success.

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments




TABLE OF CONTENTS

     Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . .      2
      U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . .      2

EQUITY INDEX

     Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
     Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . .      5
      Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . .      6
      Types of Investments in Portfolio. . . . . . . . . . . . . . . . . .      6
     Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . .      7

FINANCIAL STATEMENTS

     Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . .      9
     Statement of Assets and Liabilities . . . . . . . . . . . . . . . . .     17
     Statement of Operations . . . . . . . . . . . . . . . . . . . . . . .     18
     Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . .     19
     Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .     20
     Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . .     25

OTHER INFORMATION

     Approval of Management Agreement for Equity Index . . . . . . . . . .     27
     Additional Information. . . . . . . . . . . . . . . . . . . . . . . .     32
     Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .     33

The opinions expressed in the Market Perspective and the Portfolio Commentary
reflect those of the portfolio management team as of the date of the report,
and do not necessarily represent the opinions of American Century Investments
or any other person in the American Century Investments organization. Any such
opinions are subject to change at any time based upon market or other
conditions and American Century Investments disclaims any responsibility to
update such opinions. These opinions may not be relied upon as investment
advice and, because investment decisions made by American Century Investments
funds are based on numerous factors, may not be relied upon as an indication
of trading intent on behalf of any American Century Investments fund. Security
examples are used for representational purposes only and are not intended as
recommendations to purchase or sell securities. Performance information for
comparative indices and securities is provided to American Century Investments
by third party vendors. To the best of American Century Investments'
knowledge, such information is accurate at the time of printing.




MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Enrique Chang, Chief Investment Officer, American Century Investments

AN OLD-FASHIONED FINANCIAL CRISIS

The six months ended September 30, 2008, represented a tumultuous period for
the U.S. equity market. Continued deterioration in the credit environment and
a deepening liquidity crisis--ignited by last year's mortgage-market
meltdown--led to an increasingly urgent need for capital at many major
financial companies. By September, the crisis reached a tipping point as a
number of major financial institutions filed for bankruptcy, sold out to
competitors to avoid insolvency, or were taken over by the federal government.

The financial crisis had a detrimental impact on an already weak U.S. economy.
Steady job losses pushed the unemployment rate up to a five-year high,
consumer spending began to decline, and mortgage foreclosures and
delinquencies rose markedly. In addition, as the crisis spread around the
world, the likelihood of diminishing global economic activity increased. On
the positive side, the slowing economic environment brought the prices of
energy and other commodities down sharply from record highs reached during the
summer.

The troubling financial and economic news led to an unprecedented level of
stock market turbulence. Day-to-day volatility increased dramatically as
investor confidence faltered, producing a market storm that has not been seen
since the 1930s. As the accompanying table shows, stocks were mostly down
across the board for the six-month period, though small-cap shares held up
considerably better than their mid- and large-cap peers.

INTERVENTION AND RESILIENCY

As business and economic conditions worsened, intervention increased. The U.S.
government and the Federal Reserve have provided extraordinary levels of
fiscal and monetary assistance, and other central banks and governments are
likely to contribute additional stimulus in the months ahead.

Furthermore, downturns play the sometimes necessary role of correcting past
market misbehavior and eliminating excesses and inefficiencies. The current
downturn was years in the making, so it may take some time before we are
firmly on the road to recovery. However, we remain confident in the stock
market's long-term resiliency.

U.S. Stock Index Returns
For the six months ended September 30, 2008*
RUSSELL 1000 INDEX (LARGE-CAP)           -11.06%
Russell 1000 Value Index                 -11.10%
Russell 1000 Growth Index                -11.23%
RUSSELL MIDCAP INDEX                     -10.58%
Russell Midcap Value Index                -7.46%
Russell Midcap Growth Index              -13.93%
RUSSELL 2000 INDEX (SMALL-CAP)            -0.54%
Russell 2000 Value Index                   1.24%
Russell 2000 Growth Index                 -2.83%

* Total returns for periods less than one year are not annualized.


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2


PERFORMANCE
Equity Index

Total Returns as of September 30, 2008
                                                Average Annual Returns
                                                             Since       Inception
                        6 months(1)    1 year   5 years    Inception        Date

INVESTOR CLASS            -11.03%     -22.28%    4.68%       0.56%        2/26/99

S&P 500 INDEX(2)          -10.87%     -21.98%    5.17%      1.04%(3)         --

Institutional Class       -10.95%     -22.25%    4.89%       0.76%        2/26/99

(1) Total returns for periods less than one year are not annualized.

(2) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All
rights reserved. Any copying, republication or redistribution of Lipper
content, including by caching, framing or similar means, is expressly
prohibited without the prior written consent of Lipper. Lipper shall not be
liable for any errors or delays in the content, or for any actions taken in
reliance thereon.

  The data contained herein has been obtained from company reports, financial
reporting services, periodicals and other resources believed to be reliable.
Although carefully verified, data on compilations is not guaranteed by Lipper
and may be incomplete. No offer or solicitations to buy or sell any of the
securities herein is being made by Lipper.

(3) Since 2/28/99, the date nearest the Investor Class's inception for which
data are available.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com.

Unless otherwise indicated, performance reflects Investor Class shares;
performance for other share classes will vary due to differences in fee
structure. For information about other share classes available, please consult
the prospectus. Data assumes reinvestment of dividends and capital gains, and
none of the charts reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares. Returns for the index
are provided for comparison. The fund's total returns include operating
expenses (such as transaction costs and management fees) that reduce returns,
while the total returns of the index do not.


------
3


Equity Index

Growth of $10,000 Over Life of Class

$10,000 investment made February 26, 1999

One-Year Returns Over Life of Class
Periods ended September 30
1999* 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class 4.02% 12.54% -26.89% -20.61% 23.56% 13.14% 11.87% 10.17% 16.01% -22.28%

S&P 500
Index 4.38% 13.28% -26.62% -20.49% 24.40% 13.87% 12.25% 10.79% 16.44% -21.98%

* From 2/26/99, the Investor Class's inception date. Not annualized.

------
4

PORTFOLIO COMMENTARY
Equity Index

Subadvisor: Northern Trust Investments, N.A.

PERFORMANCE SUMMARY

Equity Index returned -11.03%* for the six months ended September 30, 2008,
compared with the -10.87% return of its benchmark, the S&P 500 Index. The
portfolio's results reflected operating expenses, whereas the index return did
not.

The portfolio's double-digit decline for the six-month period resulted from
the turbulence in the U.S. stock market brought on by the worsening credit and
liquidity crisis. Every sector in the S&P 500 declined during the period, with
financials and commodity-related stocks taking the worst of it.

FINANCIALS IN DISTRESS

The credit crunch weighed heavily on the financials sector, which had the
biggest negative impact on portfolio performance for the six months. Five of
the portfolio's ten worst individual contributors to performance came from the
financials sector, led by insurance firm American International Group (AIG).
AIG plunged late in the period after the company agreed to an $85 billion
bailout by the federal government that could cost the insurer its independence.

Other casualties among the portfolio's financials holdings included mortgage
lenders Fannie Mae and Freddie Mac, which were nationalized by the federal
government; brokerage firm Lehman Brothers, which filed for bankruptcy; and
banks Wachovia and Washington Mutual, both of which agreed to be acquired by
competitors under pressure from regulators.

On the positive side, however, the top two contributors to portfolio
performance were also financial stocks--commercial bank Wells Fargo and
investment bank JPMorgan Chase. Both companies were better-capitalized than
many of their peers, and as a result they were able to acquire other
downtrodden financial companies at fire-sale prices.

COMMODITY SECTORS SLUMPED

The slowing economy and a sharp decline in commodity prices put downward
pressure on the industrials and materials sectors. Machinery manufacturers and
industrial conglomerates detracted the most in the industrials sector. General
Electric was the weakest contributor, falling as troubles at its finance unit
weighed on the company's earnings. Agricultural machinery maker Deere also
declined as the weaker economic environment led to reduced demand for its
products.

Top Ten Holdings as of September 30, 2008
% of net assets as of % of net assets as of
9/30/08 3/31/08
Exxon Mobil Corp. 3.9% 3.9%
General Electric Co. 2.4% 3.2%
Procter & Gamble Co. (The) 2.0% 1.9%
Microsoft Corp. 2.0% 1.9%
Johnson & Johnson 1.9% 1.6%
JPMorgan Chase & Co. 1.7% 1.2%
Chevron Corp. 1.6% 1.5%
AT&T Inc. 1.6% 2.0%
Bank of America Corp. 1.5% 1.4%
International Business Machines
Corp. 1.5% 1.4%

* All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

------
5

Equity Index

In the materials sector, metals and mining companies and chemicals producers
were responsible for much of the overall decline. Metals producer Freeport
McMoRan Copper & Gold and agricultural chemicals producer Monsanto were the
biggest individual detractors.

Energy stocks were also hit by the decline in commodity prices, though to a
lesser extent. Oil prices peaked at record highs in July and then fell back in
the ensuing months. Notable decliners included energy producer Exxon Mobil and
oil services provider Schlumberger.

CONSUMER STAPLES AND HEALTH CARE HELD UP BEST

The portfolio's consumer staples and health care holdings were the best
performers, producing largely flat returns for the six-month period. Companies
in these sectors tend to perform well in slower economic conditions because
their products and services are always in demand regardless of the economic
environment.

Discount retailer Wal-Mart was the top contributor in the consumer staples
sector, benefiting from a consumer shift toward shopping at discount stores.
Beverage maker Anheuser-Busch was another positive contributor, advancing
after the company agreed to be acquired by international beverage giant InBev.

In the health care sector, biotechnology stocks were the best performers. The
top contributor in this sector was biotech company Amgen, which rallied as its
new osteoporosis medication, denosumab, achieved success in clinical trials.
Johnson & Johnson also performed well as strength in its consumer products and
medical devices units helped offset weakness in its pharmaceutical business.

OUTLOOK

Volatility and uncertainty are likely to remain the watchwords in the stock
market as we move through the last few months of 2008. The market faces a
probable recession, depressed corporate earnings, and the continued unwinding
of the credit crunch. However, the market's sell-off over the past year has
wrung out much of the speculative excess, and the federal government's recent
efforts to provide systemic stability should establish the groundwork for an
eventual recovery.

Top Five Industries as of September 30, 2008
% of net assets as of % of net assets as of
9/30/08 3/31/08
Oil, Gas & Consumable Fuels 10.4% 10.4%
Pharmaceuticals 6.5% 6.1%
Diversified Financial Services 4.9% 4.3%
Software 3.7% 3.3%
Industrial Conglomerates 3.1% 4.0%

Types of Investments in Portfolio
% of net assets as of % of net assets as of
9/30/08 3/31/08
Common Stocks and Futures 100.2% 100.9%
Other Assets and
Liabilities(1) (0.2)% (0.9)%

(1) Includes securities lending collateral and other assets and liabilities.

------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from April 1, 2008 to September 30, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

------
7

Beginning
Account Ending Expenses Paid
Value Account Value During Period* Annualized
4/1/08 9/30/08 4/1/08 - 9/30/08 Expense Ratio*
ACTUAL

Investor Class $1,000 $889.70 $2.32 0.49%

Institutional
Class $1,000 $890.50 $1.37 0.29%

HYPOTHETICAL

Investor Class $1,000 $1,022.61 $2.48 0.49%

Institutional
Class $1,000 $1,023.61 $1.47 0.29%

------
8

SCHEDULE OF INVESTMENTS
Equity Index

SEPTEMBER 30, 2008 (UNAUDITED)

Shares Value

Common Stocks -- 97.5%

AEROSPACE & DEFENSE -- 2.6%
33,663 Boeing Co. $ 1,930,573
18,077 General Dynamics Corp. 1,330,829
5,671 Goodrich Corp. 235,914
33,944 Honeywell International Inc. 1,410,373
5,553 L-3 Communications Holdings, Inc. 545,971
15,158 Lockheed Martin Corp. 1,662,378
15,371 Northrop Grumman Corp. 930,560
6,372 Precision Castparts Corp. 501,986
18,917 Raytheon Co. 1,012,249
7,266 Rockwell Collins, Inc. 349,422
43,923 United Technologies Corp. 2,638,015
------------
12,548,270
------------
AIR FREIGHT & LOGISTICS -- 1.0%
7,772 C.H. Robinson Worldwide Inc. 396,061
9,700 Expeditors International of Washington, Inc. 337,948
14,169 FedEx Corp. 1,119,918
45,923 United Parcel Service, Inc. Cl B 2,888,097
------------
4,742,024
------------
AIRLINES -- 0.1%
33,429 Southwest Airlines Co. 485,055
------------
AUTO COMPONENTS -- 0.2%
10,998 Goodyear Tire & Rubber Co. (The)(1) 168,379
27,031 Johnson Controls, Inc. 819,851
------------
988,230
------------
AUTOMOBILES -- 0.2%
102,928 Ford Motor Co.(1) 535,225
25,723 General Motors Corp. 243,082
10,725 Harley-Davidson, Inc. 400,043
------------
1,178,350
------------
BEVERAGES -- 2.8%
32,741 Anheuser-Busch Companies, Inc. 2,124,236
3,541 Brown-Forman Corp. Cl B 254,279
90,514 Coca-Cola Co. (The) 4,786,380
14,458 Coca-Cola Enterprises Inc. 242,461
8,809 Constellation Brands Inc. Cl A(1) 189,041
6,834 Molson Coors Brewing Co., Cl B 319,490
6,184 Pepsi Bottling Group Inc. 180,387
71,282 PepsiCo, Inc. 5,080,268
------------
13,176,542
------------

Shares Value

BIOTECHNOLOGY -- 1.6%
48,218 Amgen Inc.(1) $ 2,857,881
13,192 Biogen Idec Inc.(1) 663,426
20,670 Celgene Corp.(1) 1,307,998
12,251 Genzyme Corp.(1) 990,983
41,845 Gilead Sciences, Inc.(1) 1,907,295
------------
7,727,583
------------
BUILDING PRODUCTS -- 0.1%
16,390 Masco Corp. 294,037
------------
CAPITAL MARKETS -- 2.8%
9,405 American Capital, Ltd. 239,922
9,830 Ameriprise Financial Inc. 375,506
52,191 Bank of New York Mellon Corp. (The) 1,700,383
42,519 Charles Schwab Corp. (The) 1,105,494
24,446 E*TRADE Financial Corp.(1) 68,449
3,990 Federated Investors Inc. Cl B 115,032
6,958 Franklin Resources, Inc. 613,209
19,770 Goldman Sachs Group, Inc. (The) 2,530,559
17,600 Invesco Ltd. 369,248
7,317 Janus Capital Group Inc. 177,657
6,482 Legg Mason, Inc. 246,705
69,774 Merrill Lynch & Co., Inc. 1,765,281
50,511 Morgan Stanley 1,161,753
12,683 Northern Trust Corp. 915,713
19,655 State Street Corp. 1,117,976
11,773 T. Rowe Price Group Inc. 632,328
------------
13,135,215
------------
CHEMICALS -- 2.0%
9,630 Air Products & Chemicals, Inc. 659,559
2,595 Ashland Inc. 75,878
2,600 CF Industries Holdings, Inc. 237,796
42,107 Dow Chemical Co. (The) 1,338,160
41,028 du Pont (E.I.) de Nemours & Co. 1,653,428
3,469 Eastman Chemical Co. 189,928
8,002 Ecolab Inc. 388,257
5,110 Hercules Inc. 101,127
3,547 International Flavors & Fragrances Inc. 139,965
25,036 Monsanto Co. 2,478,063
7,411 PPG Industries, Inc. 432,210
14,346 Praxair, Inc. 1,029,182
5,652 Rohm & Haas Co. 395,640
5,765 Sigma-Aldrich Corp. 302,201
------------
9,421,394
------------

------
9

Equity Index

Shares Value

COMMERCIAL BANKS -- 2.9%
24,959 BB&T Corp. $ 943,450
6,848 Comerica Inc. 224,546
26,263 Fifth Third Bancorp 312,530
9,188 First Horizon National Corp. 87,286
16,694 Huntington Bancshares Inc. 133,385
22,466 KeyCorp 268,244
3,497 M&T Bank Corp. 312,107
11,848 Marshall & Ilsley Corp. 238,737
34,629 National City Corp. 60,601
15,755 PNC Financial Services Group, Inc. 1,176,899
31,606 Regions Financial Corp. 303,418
16,097 SunTrust Banks, Inc. 724,204
79,315 U.S. Bancorp 2,856,926
98,270 Wachovia Corp. 343,945
150,653 Wells Fargo & Co. 5,654,006
5,251 Zions Bancorp. 203,214
------------
13,843,498
------------
COMMERCIAL SERVICES & SUPPLIES -- 0.4%
15,393 Allied Waste Industries Inc.(1) 171,016
4,873 Avery Dennison Corp. 216,751
6,049 Cintas Corp. 173,667
9,473 Pitney Bowes, Inc. 315,072
9,510 R.R. Donnelley & Sons Co. 233,280
22,336 Waste Management, Inc. 703,361
------------
1,813,147
------------
COMMUNICATIONS EQUIPMENT -- 2.6%
4,113 Ciena Corp.(1) 41,459
268,863 Cisco Systems Inc.(1) 6,065,549
71,861 Corning Inc. 1,123,906
6,100 Harris Corp. 281,820
9,749 JDS Uniphase Corp.(1) 82,477
24,768 Juniper Networks, Inc.(1) 521,862
103,156 Motorola, Inc. 736,534
74,726 QUALCOMM Inc. 3,210,976
18,153 Tellabs, Inc.(1) 73,701
------------
12,138,284
------------
COMPUTERS & PERIPHERALS -- 2.8%
40,304 Apple Inc.(1)(2) 4,580,953
79,398 Dell Inc.(1) 1,308,479
94,262 EMC Corp.(1) 1,127,374
111,546 Hewlett-Packard Co. 5,157,886
4,003 Lexmark International, Inc. Cl A(1) 130,378
14,957 NetApp, Inc.(1) 272,666
6,001 QLogic Corp.(1) 92,175
10,263 SanDisk Corp.(1) 200,642

Shares Value

34,321 Sun Microsystems, Inc.(1) $ 260,840
8,076 Teradata Corp.(1) 157,482
------------
13,288,875
------------
CONSTRUCTION & ENGINEERING -- 0.2%
8,192 Fluor Corp. 456,294
5,600 Jacobs Engineering Group Inc.(1) 304,136
------------
760,430
------------
CONSTRUCTION MATERIALS -- 0.1%
4,968 Vulcan Materials Co. 370,116
------------
CONSUMER FINANCE -- 0.7%
52,749 American Express Co. 1,868,897
17,053 Capital One Financial Corp. 869,703
21,802 Discover Financial Services 301,304
21,306 SLM Corp.(1) 262,916
------------
3,302,820
------------
CONTAINERS & PACKAGING -- 0.1%
4,414 Ball Corp. 174,308
4,533 Bemis Co., Inc. 118,402
5,931 Pactiv Corp.(1) 147,267
7,228 Sealed Air Corp. 158,944
------------
598,921
------------
DISTRIBUTORS -- 0.1%
7,409 Genuine Parts Co. 297,916
------------
DIVERSIFIED CONSUMER SERVICES -- 0.1%
4,861 Apollo Group, Inc. Cl A(1) 288,257
14,982 H&R Block, Inc. 337,844
------------
626,101
------------
DIVERSIFIED FINANCIAL SERVICES -- 4.9%
207,648 Bank of America Corp. 7,267,680
13,031 CIT Group Inc. 90,696
247,849 Citigroup Inc. 5,083,383
3,060 CME Group Inc. 1,136,821
3,400 IntercontinentalExchange Inc.(1) 274,312
169,114 JPMorgan Chase & Co. 7,897,624
8,000 Leucadia National Corp. 363,520
14,517 McGraw-Hill Companies, Inc. (The) 458,882
9,007 Moody's Corp. 306,238
12,100 NYSE Euronext 474,078
------------
23,353,234
------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 2.7%
268,252 AT&T Inc. 7,489,596
4,598 CenturyTel Inc. 168,517
6,455 Embarq Corp. 261,750
14,329 Frontier Communications Corp. 164,784

------
10

Equity Index

Shares Value

67,588 Qwest Communications International Inc. $ 218,309
129,637 Verizon Communications Inc. 4,160,051
20,020 Windstream Corp. 219,019
------------
12,682,026
------------
ELECTRIC UTILITIES -- 2.1%
7,734 Allegheny Energy, Inc. 284,379
18,287 American Electric Power Co., Inc. 678,082
57,545 Duke Energy Corp. 1,003,009
14,817 Edison International 591,198
8,774 Entergy Corp. 780,974
29,929 Exelon Corp. 1,874,154
13,830 FirstEnergy Corp. 926,472
18,604 FPL Group, Inc. 935,781
9,200 Pepco Holdings, Inc. 210,772
4,581 Pinnacle West Capital Corp. 157,632
17,088 PPL Corp. 632,598
11,954 Progress Energy Inc. 515,576
34,997 Southern Co. 1,319,037
------------
9,909,664
------------
ELECTRICAL EQUIPMENT -- 0.4%
7,929 Cooper Industries, Ltd. Cl A 316,764
35,295 Emerson Electric Co. 1,439,683
6,594 Rockwell Automation Inc. 246,220
------------
2,002,667
------------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS -- 0.3%
16,261 Agilent Technologies, Inc.(1) 482,301
8,100 Amphenol Corp. Cl A 325,134
9,518 Jabil Circuit, Inc. 90,802
6,526 Molex Inc. 146,509
21,480 Tyco Electronics Ltd. 594,136
------------
1,638,882
------------
ENERGY EQUIPMENT & SERVICES -- 2.6%
13,977 Baker Hughes Inc. 846,168
13,401 BJ Services Co. 256,361
9,900 Cameron International Corp.(1) 381,546
6,496 ENSCO International Inc. 374,364
39,953 Halliburton Co. 1,294,078
12,751 Nabors Industries Ltd.(1) 317,755
18,986 National Oilwell Varco, Inc.(1) 953,667
12,270 Noble Corp. 538,653
5,101 Rowan Companies, Inc. 155,836
54,641 Schlumberger Ltd. 4,266,915
9,819 Smith International, Inc. 575,786

Shares Value

14,500 Transocean Inc.(1) $ 1,592,680
30,984 Weatherford International Ltd.(1) 778,938
------------
12,332,747
------------
FOOD & STAPLES RETAILING -- 2.8%
19,741 Costco Wholesale Corp. 1,281,783
65,305 CVS/Caremark Corp. 2,198,166
29,767 Kroger Co. (The) 817,997
19,833 Safeway Inc. 470,439
9,720 SUPERVALU, Inc. 210,924
27,425 SYSCO Corp. 845,513
45,036 Walgreen Co. 1,394,315
102,077 Wal-Mart Stores, Inc. 6,113,392
6,383 Whole Foods Market, Inc. 127,851
------------
13,460,380
------------
FOOD PRODUCTS -- 1.7%
29,324 Archer-Daniels-Midland Co. 642,489
9,657 Campbell Soup Co. 372,760
20,678 ConAgra Foods, Inc. 402,394
6,951 Dean Foods Co.(1) 162,375
15,271 General Mills, Inc. 1,049,423
14,239 H.J. Heinz Co. 710,668
7,594 Hershey Co. (The) 300,267
11,357 Kellogg Co. 637,128
69,083 Kraft Foods Inc. Cl A 2,262,469
5,852 McCormick & Co., Inc. 225,009
32,107 Sara Lee Corp. 405,511
13,707 Tyson Foods, Inc. Cl A 163,662
9,849 Wm. Wrigley Jr. Co. 782,011
------------
8,116,166
------------
GAS UTILITIES -- 0.1%
2,051 Nicor Inc. 90,962
7,873 Questar Corp. 322,163
------------
413,125
------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 2.3%
28,627 Baxter International Inc. 1,878,790
11,114 Becton, Dickinson & Co. 892,010
68,377 Boston Scientific Corp.(1) 838,986
4,510 C.R. Bard, Inc. 427,864
22,781 Covidien Ltd. 1,224,707
7,236 Hospira Inc.(1) 276,415
1,800 Intuitive Surgical Inc.(1) 433,764
51,367 Medtronic, Inc. 2,573,486
15,523 St. Jude Medical, Inc.(1) 675,095
11,230 Stryker Corp. 699,629
5,655 Varian Medical Systems, Inc.(1) 323,070
10,253 Zimmer Holdings Inc.(1) 661,934
------------
10,905,750
------------

------
11

Equity Index

Shares Value

HEALTH CARE PROVIDERS & SERVICES -- 1.9%
21,454 Aetna Inc. $ 774,704
7,175 AmerisourceBergen Corp. 270,139
16,352 Cardinal Health, Inc. 805,827
12,458 CIGNA Corp. 423,323
6,779 Coventry Health Care Inc.(1) 220,656
4,800 DaVita Inc.(1) 273,648
11,222 Express Scripts, Inc.(1) 828,408
7,721 Humana Inc.(1) 318,105
5,063 Laboratory Corp. of America Holdings(1) 351,879
12,570 McKesson Corp. 676,392
22,984 Medco Health Solutions Inc.(1) 1,034,280
4,194 Patterson Companies, Inc.(1) 127,540
7,214 Quest Diagnostics Inc. 372,747
18,928 Tenet Healthcare Corp.(1) 105,050
55,435 UnitedHealth Group Inc. 1,407,494
23,281 WellPoint Inc.(1) 1,088,852
------------
9,079,044
------------
HEALTH CARE TECHNOLOGY(3)
8,310 IMS Health Inc. 157,142
------------
HOTELS, RESTAURANTS & LEISURE -- 1.3%
19,899 Carnival Corp. 703,430
6,358 Darden Restaurants, Inc. 182,030
14,149 International Game Technology 243,080
13,424 Marriott International, Inc. Cl A 350,232
51,172 McDonald's Corp. 3,157,312
33,308 Starbucks Corp.(1) 495,290
8,509 Starwood Hotels & Resorts Worldwide, Inc. 239,443
8,141 Wyndham Worldwide Corp. 127,895
21,349 Yum! Brands, Inc. 696,191
------------
6,194,903
------------
HOUSEHOLD DURABLES -- 0.4%
2,743 Black & Decker Corp. 166,637
5,609 Centex Corp. 90,866
12,585 D.R. Horton, Inc. 163,857
6,792 Fortune Brands, Inc. 389,589
2,642 Harman International Industries Inc. 90,013
3,363 KB Home 66,184
7,271 Leggett & Platt, Inc. 158,435
6,447 Lennar Corp. Cl A 97,930
12,640 Newell Rubbermaid Inc. 218,166
9,692 Pulte Homes Inc. 135,397
2,588 Snap-on Inc. 136,284
3,581 Stanley Works (The) 149,471
3,450 Whirlpool Corp. 273,551
------------
2,136,380
------------

Shares Value

HOUSEHOLD PRODUCTS -- 2.7%
6,311 Clorox Co. (The) $ 395,637
23,060 Colgate-Palmolive Co. 1,737,571
18,905 Kimberly-Clark Corp. 1,225,800
138,099 Procter & Gamble Co. (The) 9,624,119
------------
12,983,127
------------
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.1%
30,617 AES Corp. (The)(1) 357,912
8,139 Constellation Energy Group Inc. 197,778
23,013 Dynegy Inc. Cl A(1) 82,387
------------
638,077
------------
INDUSTRIAL CONGLOMERATES -- 3.1%
31,756 3M Co. 2,169,252
452,807 General Electric Co. 11,546,579
11,288 Textron Inc. 330,513
21,581 Tyco International Ltd. 755,767
------------
14,802,111
------------
INSURANCE -- 2.9%
21,661 Aflac Inc. 1,272,584
24,678 Allstate Corp. (The) 1,138,149
122,463 American International Group, Inc. 407,802
12,625 Aon Corp. 567,620
5,362 Assurant, Inc. 294,910
16,406 Chubb Corp. 900,698
7,413 Cincinnati Financial Corp. 210,826
19,661 Genworth Financial Inc. Cl A 169,281
13,682 Hartford Financial Services Group Inc. (The) 560,825
11,689 Lincoln National Corp. 500,406
16,434 Loews Corp. 648,979
23,392 Marsh & McLennan Companies, Inc. 742,930
8,925 MBIA Inc. 106,208
31,278 MetLife, Inc. 1,751,568
11,748 Principal Financial Group, Inc. 510,921
30,740 Progressive Corp. (The) 534,876
19,428 Prudential Financial, Inc. 1,398,816
4,034 Torchmark Corp. 241,233
26,932 Travelers Companies, Inc. (The) 1,217,326
15,782 Unum Group 396,128
14,263 XL Capital Ltd. Cl A 255,878
------------
13,827,964
------------

------
12

Equity Index

Shares Value

INTERNET & CATALOG RETAIL -- 0.3%
14,527 Amazon.com, Inc.(1) $ 1,056,985
9,468 Expedia, Inc.(1) 143,061
------------
1,200,046
------------
INTERNET SOFTWARE & SERVICES -- 1.5%
7,670 Akamai Technologies, Inc.(1) 133,765
49,790 eBay Inc.(1) 1,114,300
10,850 Google Inc. Cl A(1) 4,345,642
8,824 VeriSign, Inc.(1) 230,130
63,124 Yahoo! Inc.(1) 1,092,045
------------
6,915,882
------------
IT SERVICES -- 2.5%
4,460 Affiliated Computer Services Inc. Cl A(1) 225,810
23,218 Automatic Data Processing, Inc. 992,569
13,236 Cognizant Technology Solutions Corp. Cl A(1) 302,178
6,938 Computer Sciences Corp.(1) 278,422
5,533 Convergys Corp.(1) 81,778
8,663 Fidelity National Information Services, Inc. 159,919
7,433 Fiserv, Inc.(1) 351,730
61,727 International Business Machines Corp. 7,219,589
3,300 MasterCard Inc. Cl A 585,189
14,652 Paychex, Inc. 483,956
9,053 Total System Services Inc. 148,469
16,306 Unisys Corp.(1) 44,842
33,173 Western Union Co. (The) 818,377
------------
11,692,828
------------
LEISURE EQUIPMENT & PRODUCTS -- 0.1%
13,147 Eastman Kodak Co. 202,201
5,684 Hasbro, Inc. 197,348
16,449 Mattel, Inc. 296,740
------------
696,289
------------
LIFE SCIENCES TOOLS & SERVICES -- 0.4%
7,768 Applied Biosystems, Inc. 266,054
2,483 Millipore Corp.(1) 170,830
5,465 PerkinElmer, Inc. 136,461
19,052 Thermo Fisher Scientific Inc.(1) 1,047,861
4,518 Waters Corp.(1) 262,857
------------
1,884,063
------------
MACHINERY -- 1.6%
27,733 Caterpillar Inc. 1,652,887
9,182 Cummins Inc. 401,437
11,658 Danaher Corp. 809,065
19,410 Deere & Co. 960,795

Shares Value

8,548 Dover Corp. $ 346,621
7,589 Eaton Corp. 426,350
18,151 Illinois Tool Works Inc. 806,812
14,458 Ingersoll-Rand Co. Ltd. Cl A 450,656
8,323 ITT Corp. 462,842
5,900 Manitowoc Co., Inc. (The) 91,745
16,523 PACCAR, Inc. 631,013
5,463 Pall Corp. 187,873
7,580 Parker-Hannifin Corp. 401,740
4,396 Terex Corp.(1) 134,166
------------
7,764,002
------------
MEDIA -- 2.5%
30,947 CBS Corp. Cl B 451,207
132,829 Comcast Corp. Cl A 2,607,433
26,339 DIRECTV Group, Inc. (The)(1) 689,292
10,383 Gannett Co., Inc. 175,577
21,725 Interpublic Group of Companies, Inc. (The)(1) 168,369
1,653 Meredith Corp. 46,367
5,277 New York Times Co. (The) Cl A 75,408
104,531 News Corp. Cl A 1,253,327
14,519 Omnicom Group Inc. 559,853
4,033 Scripps Networks Interactive, Inc. 146,438
163,119 Time Warner Inc. 2,138,490
28,253 Viacom Inc. Cl B(1) 701,805
85,463 Walt Disney Co. (The) 2,622,858
243 Washington Post Co. (The) Cl B 135,293
------------
11,771,717
------------
METALS & MINING -- 0.8%
5,100 AK Steel Holding Corp. 132,192
37,070 Alcoa Inc. 837,041
4,620 Allegheny Technologies Inc. 136,521
17,510 Freeport-McMoRan Copper & Gold, Inc. 995,443
20,799 Newmont Mining Corp. 806,169
14,377 Nucor Corp. 567,892
3,900 Titanium Metals Corp. 44,226
5,320 United States Steel Corp. 412,885
------------
3,932,369
------------
MULTILINE RETAIL -- 0.8%
3,756 Big Lots, Inc.(1) 104,529
2,584 Dillard's Inc. Cl A 30,491
6,333 Family Dollar Stores, Inc. 150,092
10,104 J.C. Penney Co., Inc. 336,867
13,861 Kohl's Corp.(1) 638,716
19,184 Macy's Inc. 344,928
7,260 Nordstrom, Inc. 209,233

------
13

Equity Index

Shares Value

2,626 Sears Holdings Corp.(1) $ 245,531
34,320 Target Corp. 1,683,397
------------
3,743,784
------------
MULTI-UTILITIES -- 1.2%
9,597 Ameren Corp. 374,571
15,573 CenterPoint Energy, Inc. 226,899
10,209 CMS Energy Corp. 127,306
12,467 Consolidated Edison, Inc. 535,582
26,422 Dominion Resources Inc. 1,130,332
7,467 DTE Energy Co. 298,307
3,439 Integrys Energy Group Inc. 171,744
12,450 NiSource Inc. 183,762
16,384 PG&E Corp. 613,581
23,180 Public Service Enterprise Group Inc. 760,072
11,228 Sempra Energy 566,677
9,660 TECO Energy, Inc. 151,952
20,301 Xcel Energy Inc. 405,817
------------
5,546,602
------------
OFFICE ELECTRONICS -- 0.1%
39,724 Xerox Corp. 458,018
------------
OIL, GAS & CONSUMABLE FUELS -- 10.4%
21,332 Anadarko Petroleum Corp. 1,034,815
15,248 Apache Corp. 1,590,061
4,700 Cabot Oil & Gas Corp. 169,858
23,747 Chesapeake Energy Corp. 851,567
93,553 Chevron Corp. 7,716,251
69,123 ConocoPhillips 5,063,260
8,351 CONSOL Energy Inc. 383,227
20,094 Devon Energy Corp. 1,832,573
31,944 El Paso Corp. 407,605
11,382 EOG Resources Inc. 1,018,234
236,420 Exxon Mobil Corp. 18,360,378
12,856 Hess Corp. 1,055,220
32,099 Marathon Oil Corp. 1,279,787
3,800 Massey Energy Co. 135,546
8,638 Murphy Oil Corp. 554,041
7,800 Noble Energy Inc. 433,602
37,198 Occidental Petroleum Corp. 2,620,599
12,420 Peabody Energy Corp. 558,900
5,500 Pioneer Natural Resources Co. 287,540
7,008 Range Resources Corp. 300,433
15,600 Southwestern Energy Co.(1) 476,424
27,941 Spectra Energy Corp. 664,996
5,372 Sunoco, Inc. 191,136
6,300 Tesoro Corp. 103,887
23,877 Valero Energy Corp. 723,473

Shares Value

26,188 Williams Companies, Inc. (The) $ 619,346
24,986 XTO Energy Inc. 1,162,349
------------
49,595,108
------------
PAPER & FOREST PRODUCTS -- 0.3%
19,448 International Paper Co. 509,149
7,830 MeadWestvaco Corp. 182,517
9,674 Weyerhaeuser Co. 586,051
------------
1,277,717
------------
PERSONAL PRODUCTS -- 0.2%
19,413 Avon Products, Inc. 806,999
5,176 Estee Lauder Companies, Inc. (The) Cl A 258,334
------------
1,065,333
------------
PHARMACEUTICALS -- 6.5%
70,154 Abbott Laboratories 4,039,467
13,945 Allergan, Inc. 718,168
4,992 Barr Pharmaceuticals Inc.(1) 325,978
90,071 Bristol-Myers Squibb Co. 1,877,980
45,494 Eli Lilly & Co. 2,003,101
13,876 Forest Laboratories, Inc.(1) 392,413
127,191 Johnson & Johnson 8,811,791
11,202 King Pharmaceuticals, Inc.(1) 107,315
97,503 Merck & Co., Inc. 3,077,195
13,890 Mylan Inc.(1) 158,624
306,870 Pfizer Inc. 5,658,683
73,951 Schering-Plough Corp. 1,365,875
4,770 Watson Pharmaceuticals, Inc.(1) 135,945
60,746 Wyeth 2,243,957
------------
30,916,492
------------
PROFESSIONAL SERVICES -- 0.1%
5,778 Equifax Inc. 199,053
5,619 Monster Worldwide Inc.(1) 83,779
7,067 Robert Half International Inc. 174,908
------------
457,740
------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 1.3%
3,920 Apartment Investment & Management Co. Cl A 137,278
3,509 AvalonBay Communities Inc. 345,356
5,476 Boston Properties Inc. 512,882
5,512 Developers Diversified Realty Corp. 174,675
12,295 Equity Residential 546,021
10,321 General Growth Properties, Inc. 155,847
11,500 HCP, Inc. 461,495
23,706 Host Hotels & Resorts Inc. 315,053
10,349 Kimco Realty Corp. 382,292

------
14

Equity Index

Shares Value

7,822 Plum Creek Timber Co. Inc. $ 390,005
11,947 ProLogis 493,053
5,677 Public Storage 562,080
10,276 Simon Property Group, Inc. 996,771
6,210 Vornado Realty Trust 564,800
------------
6,037,608
------------
REAL ESTATE MANAGEMENT & DEVELOPMENT(3)
7,786 CB Richard Ellis Group, Inc. Cl A(1) 104,099
------------
ROAD & RAIL -- 1.1%
12,857 Burlington Northern Santa Fe Corp. 1,188,373
18,577 CSX Corp. 1,013,747
17,142 Norfolk Southern Corp. 1,134,972
2,596 Ryder System, Inc. 160,952
23,176 Union Pacific Corp. 1,649,203
------------
5,147,247
------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 2.2%
27,588 Advanced Micro Devices, Inc.(1) 144,837
13,669 Altera Corp. 282,675
13,220 Analog Devices, Inc. 348,347
61,105 Applied Materials, Inc. 924,519
20,137 Broadcom Corp. Cl A(1) 375,152
255,938 Intel Corp. 4,793,719
7,919 KLA-Tencor Corp. 250,636
10,023 Linear Technology Corp. 307,305
29,278 LSI Corp.(1) 156,930
10,256 MEMC Electronic Materials Inc.(1) 289,835
8,400 Microchip Technology Inc. 247,212
34,658 Micron Technology, Inc.(1) 140,365
8,849 National Semiconductor Corp. 152,291
4,563 Novellus Systems, Inc.(1) 89,617
25,303 NVIDIA Corp.(1) 270,995
7,674 Teradyne, Inc.(1) 59,934
59,671 Texas Instruments Inc. 1,282,927
12,567 Xilinx, Inc. 294,696
------------
10,411,992
------------
SOFTWARE -- 3.7%
24,116 Adobe Systems Inc.(1) 951,859
10,303 Autodesk, Inc.(1) 345,666
8,710 BMC Software Inc.(1) 249,367
17,897 CA, Inc. 357,224
8,329 Citrix Systems, Inc.(1) 210,391
11,605 Compuware Corp.(1) 112,452
14,548 Electronic Arts Inc.(1) 538,131
14,564 Intuit Inc.(1) 460,368

Shares Value

357,474 Microsoft Corp. $ 9,540,980
15,691 Novell, Inc.(1) 80,652
178,441 Oracle Corp.(1) 3,624,137
4,700 salesforce.com, inc.(1) 227,480
38,202 Symantec Corp.(1) 747,995
------------
17,446,702
------------
SPECIALTY RETAIL -- 1.6%
3,947 Abercrombie & Fitch Co. Cl A 155,709
4,888 AutoNation, Inc.(1) 54,941
1,869 AutoZone, Inc.(1) 230,522
11,838 Bed Bath & Beyond Inc.(1) 371,832
15,374 Best Buy Co., Inc. 576,525
7,500 GameStop Corp. Cl A(1) 256,575
21,358 Gap, Inc. (The) 379,745
77,333 Home Depot, Inc. (The) 2,002,150
12,936 Limited Brands, Inc. 224,052
66,710 Lowe's Companies, Inc. 1,580,360
12,546 Office Depot, Inc.(1) 73,018
5,917 RadioShack Corp. 102,246
4,508 Sherwin-Williams Co. (The) 257,677
32,351 Staples, Inc. 727,898
5,702 Tiffany & Co. 202,535
19,101 TJX Companies, Inc. (The) 582,963
------------
7,778,748
------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.5%
15,364 Coach Inc.(1) 384,715
3,818 Jones Apparel Group, Inc. 70,671
4,252 Liz Claiborne, Inc. 69,860
17,808 NIKE, Inc. Cl B 1,191,356
2,631 Polo Ralph Lauren Corp. 175,330
3,969 VF Corp. 306,843
------------
2,198,775
------------
THRIFTS & MORTGAGE FINANCE -- 0.1%
23,656 Hudson City Bancorp, Inc. 436,454
6,083 MGIC Investment Corp. 42,763
24,754 Sovereign Bancorp Inc. 97,778
------------
576,995
------------
TOBACCO -- 1.6%
93,752 Altria Group Inc. 1,860,040
7,934 Lorillard, Inc. 564,504
93,852 Philip Morris International Inc. 4,514,280
7,767 Reynolds American Inc. 377,632
6,688 UST Inc. 445,020
------------
7,761,476
------------
TRADING COMPANIES & DISTRIBUTORS -- 0.1%
5,900 Fastenal Co. 291,401
2,915 Grainger (W.W.), Inc. 253,518
------------
544,919
------------

------
15

Equity Index

Shares Value

WIRELESS TELECOMMUNICATION SERVICES -- 0.3%
17,900 American Tower Corp. Cl A(1) $ 643,863
129,952 Sprint Nextel Corp. 792,707
------------
1,436,570
------------
TOTAL COMMON STOCKS
(Cost $346,986,024) 463,733,318
------------

Principal Amount Value

Short-Term Investments --
Segregated for Futures Contracts -- 2.7%

Repurchase Agreement, Bank of America Securities, LLC,
(collateralized by various U.S. Treasury obligations,
3.00%, 7/15/12, valued at $11,396,106), in a joint
trading account at 0.03%, dated 9/30/08, due 10/1/08
(Delivery value $11,200,009) $ 11,200,000

$1,500,000 U.S. Treasury Bills,
2.06%, 12/4/08(4) 1,498,014
------------
TOTAL SHORT-TERM INVESTMENTS --
SEGREGATED FOR FUTURES CONTRACTS
(Cost $12,694,506) 12,698,014
------------
TOTAL INVESTMENT SECURITIES -- 100.2%
(Cost $359,680,530) 476,431,332
------------
OTHER ASSETS AND LIABILITIES -- (0.2)% (799,247)
------------
TOTAL NET ASSETS -- 100.0% $475,632,085
============

Futures Contracts
Expiration Underlying Face Unrealized Gain
Contracts Purchased Date Amount at Value (Loss)

229 S&P 500 E-Mini
Futures December 2008 $13,366,730 $(324,947)
=========== ==========

Notes to Schedule of Investments

(1) Non-income producing.

(2) Security, or a portion thereof, has been segregated on the fund's records,
at the custodian bank, or with the broker as initial margin on futures
contracts.

(3) Industry is less than 0.05% of total net assets.

(4) The rate indicated is the yield to maturity at purchase.

See Notes to Financial Statements.

------
16

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2008 (UNAUDITED)
ASSETS

Investment securities, at value (cost of $359,680,530) $476,431,332

Receivable for investments sold 103,597

Receivable for variation margin on futures contracts 556,458

Dividends and interest receivable 865,185
------------
477,956,572
------------

LIABILITIES

Disbursements in excess of demand deposit cash 1,202,514

Payable for investments purchased 938,708

Accrued management fees 183,265
------------
2,324,487
------------

NET ASSETS $475,632,085
============

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $423,241,641

Undistributed net investment income 421,351

Accumulated net realized loss on investment transactions (64,456,762)

Net unrealized appreciation on investments 116,425,855
------------
$475,632,085
============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets $185,788,405

Shares outstanding 40,062,019

Net asset value per share $4.64

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $289,843,680

Shares outstanding 62,467,720

Net asset value per share $4.64

See Notes to Financial Statements.

------
17

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)
INVESTMENT INCOME (LOSS)

INCOME:

Dividends $ 7,864,610

Interest 195,525

Securities lending, net 71,200
-------------
8,131,335
-------------

EXPENSES:

Management fees 1,296,470

Directors' fees and expenses 11,976

Other expenses 3,712
-------------
1,312,158
-------------

NET INVESTMENT INCOME (LOSS) 6,819,177
-------------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment transactions 29,304,882

Futures transactions (2,504,795)
-------------
26,800,087
-------------

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

Investments (102,933,867)

Futures (433,024)
-------------
(103,366,891)
-------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (76,566,804)
-------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(69,747,627)
=============

See Notes to Financial Statements.

------
18

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND YEAR ENDED MARCH 31, 2008
Increase (Decrease) in Net Assets Sept. 30, 2008 March 31, 2008

OPERATIONS

Net investment income (loss) $ 6,819,177 $ 16,738,450

Net realized gain (loss) 26,800,087 19,760,873

Change in net unrealized appreciation
(depreciation) (103,366,891) (77,223,575)
------------- -------------
Net increase (decrease) in net assets resulting
from operations (69,747,627) (40,724,252)
------------- -------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

Investor Class (1,717,137) (3,698,248)

Institutional Class (4,680,689) (13,706,733)

From tax return of capital:

Investor Class -- (222,628)

Institutional Class -- (718,537)
------------- -------------
Decrease in net assets from distributions (6,397,826) (18,346,146)
------------- -------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets from
capital share transactions (255,707,268) (179,896,379)
------------- -------------

NET INCREASE (DECREASE) IN NET ASSETS (331,852,721) (238,966,777)

NET ASSETS

Beginning of period 807,484,806 1,046,451,583
------------- -------------
End of period $ 475,632,085 $ 807,484,806
============= =============

Undistributed net investment income $421,351 --
============= =============

See Notes to Financial Statements.

------
19

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 (UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Equity Index Fund (the fund) is one
fund in a series issued by the corporation. The fund is nondiversified under
the 1940 Act. The fund's investment objective is to seek long-term capital
growth. The fund pursues its objective by matching, as closely as possible,
the investment characteristics and results of the S&P 500 Composite Price
Index (S&P 500 Index). The following is a summary of the fund's significant
accounting policies.

MULTIPLE CLASS -- The fund is authorized to issue the Investor Class and the
Institutional Class. The share classes differ principally in their respective
distribution and shareholder servicing expenses and arrangements. All shares
of the fund represent an equal pro rata interest in the net assets of the
class to which such shares belong, and have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except for
class specific expenses and exclusive rights to vote on matters affecting only
individual classes. Income, non-class specific expenses, and realized and
unrealized capital gains and losses of the fund are allocated to each class of
shares based on their relative net assets.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs after the
value of a security was established but before the net asset value per share
was determined that was likely to materially change the net asset value, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the fund determines that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the fund to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITIES ON LOAN -- The fund may lend portfolio securities through its
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. The fund continues to recognize any gain or loss in
the market price of the securities loaned and records any interest earned or
dividends declared.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The fund estimates the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.

------
20

FUTURES CONTRACTS -- The fund may enter into futures contracts in order to
manage the fund's exposure to changes in market conditions. One of the risks
of entering into futures contracts is the possibility that the change in value
of the contract may not correlate with the changes in value of the underlying
securities. Upon entering into a futures contract, the fund is required to
deposit either cash or securities in an amount equal to a certain percentage
of the contract value (initial margin). Subsequent payments (variation margin)
are made or received daily, in cash, by the fund. The variation margin is
equal to the daily change in the contract value and is recorded as unrealized
gains and losses. The fund recognizes a realized gain or loss when the
contract is closed or expires. Net realized and unrealized gains or losses
occurring during the holding period of futures contracts are a component of
realized gain (loss) on futures transactions and unrealized appreciation
(depreciation) on futures, respectively.

REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. The fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable the fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to the fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is the fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The fund has adopted the provisions of Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Income Taxes" during
the current fiscal year. The fund is no longer subject to examination by tax
authorities for years prior to 2005. At this time, management believes there
are no uncertain tax positions which, based on their technical merit, would
not be sustained upon examination and for which it is reasonably possible that
the total amounts of unrecognized tax benefits will significantly change in
the next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the fund. In addition, in the normal
course of business, the fund enters into contracts that provide general
indemnifications. The fund's maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the fund.
The risk of material loss from such claims is considered by management to be
remote.

------
21

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the fund, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of the
specific class of shares of the fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account all of the
investment advisor's assets under management in the fund's investment strategy
(strategy assets) to calculate the appropriate fee rate for the fund. The
strategy assets include the fund's assets and the assets of other clients of
the investment advisor that are not in the American Century Investments family
of funds, but that have the same investment team and investment strategy. The
annual management fee schedule for the fund ranges from 0.430% to 0.490% for
the Investor Class. The Institutional Class is 0.200% less at each point
within the range. The effective annual management fee for each class of the
fund for the six months ended September 30, 2008 was 0.49% and 0.29% for the
Investor Class and Institutional Class, respectively.

ACIM has entered into a Subadvisory Agreement with Northern Trust Investments,
N.A. (NTI) (the subadvisor) on behalf of the fund. The subadvisor makes
investment decisions for the fund in accordance with the fund's investment
objectives, policies and restrictions under the supervision of ACIM and the
Board of Directors. ACIM pays all costs associated with retaining NTI as the
subadvisor of the fund.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, American Century
Investment Services, Inc., and the corporation's transfer agent, American
Century Services, LLC.

The fund is eligible to invest in a money market fund for temporary purposes,
which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is
a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity
investor in ACC. The fund has a securities lending agreement with JPMorgan
Chase Bank (JPMCB). JPMCB is a custodian of the fund and a wholly owned
subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the six months ended September 30, 2008, were $17,225,925 and
$278,002,902, respectively.

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the fund were as follows:

Six months ended
September 30, 2008 Year ended March 31, 2008
Shares Amount Shares Amount
INVESTOR
CLASS/SHARES
AUTHORIZED 150,000,000 150,000,000
============ ============
Sold 4,507,696 $ 23,271,214 7,464,834 $ 43,252,429

Issued in
reinvestment of
distributions 332,260 1,677,711 636,655 3,658,806

Redeemed (4,226,980) (21,618,738) (9,782,140) (56,794,873)
------------ -------------- ------------ --------------
612,976 3,330,187 (1,680,651) (9,883,638)
------------ -------------- ------------ --------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 500,000,000 500,000,000
============ ============
Sold 6,951,026 36,713,317 29,366,320 173,102,007

Issued in
reinvestment of
distributions 919,434 4,680,689 2,498,910 14,425,270

Redeemed (59,356,653) (300,431,461) (61,520,613) (357,540,018)
------------ -------------- ------------ --------------
(51,486,193) (259,037,455) (29,655,383) (170,012,741)
------------ -------------- ------------ --------------
Net increase
(decrease) (50,873,217) $(255,707,268) (31,336,034) $(179,896,379)
============ ============== ============ ==============

------
22

5. SECURITIES LENDING

As of September 30, 2008, the fund did not have any securities on loan. JPMCB
receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. The fund's risks in securities lending are
that the borrower may not provide additional collateral when required or
return the securities when due. If the borrower defaults, receipt of the
collateral by the fund may be delayed or limited.

6. FAIR VALUE MEASUREMENTS

The fund's securities valuation process is based on several considerations and
may use multiple inputs to determine the fair value of the positions held by
the fund. In conformity with accounting principles generally accepted in the
United States of America, the inputs used to determine a valuation are
classified into three broad levels as follows:

* Level 1 valuation inputs consist of actual quoted prices based on an active
market;

* Level 2 valuation inputs consist of significant direct or indirect
observable market data; or

* Level 3 valuation inputs consist of significant unobservable inputs such as
the fund's own assumptions.

The following is a summary of the valuation inputs used to determine the fair
value of the fund's securities and other financial instruments as of September
30, 2008:

Value of Investment Unrealized Gain (Loss) on
Valuation Inputs Securities Other Financial Instruments*
Level 1 -- Quoted Prices $463,733,318 $(324,947)
Level 2 -- Other Significant
Observable Inputs 12,698,014 --
Level 3 -- Significant
Unobservable Inputs -- --
------------ ----------
$476,431,332 $(324,947)
============ ==========

* Includes futures contracts.

7. BANK LINE OF CREDIT

The fund, along with certain other funds managed by ACIM or ACGIM, has a
$500,000,000 unsecured bank line of credit agreement with Bank of America,
N.A. The fund may borrow money for temporary or emergency purposes to fund
shareholder redemptions. Borrowings under the agreement, which is subject to
annual renewal, bear interest at the Federal Funds rate plus 0.40%. The fund
did not borrow from the line during the six months ended September 30, 2008.

------
23

8. FEDERAL TAX INFORMATION

As of September 30, 2008, the components of investments for federal income tax
purposes were as follows:

Federal tax cost of investments $384,956,406
============
Gross tax appreciation of investments $152,588,064

Gross tax depreciation of investments (61,113,138)
------------
Net tax appreciation (depreciation) of investments $ 91,474,926
============

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales and return of capital dividends.

As of March 31, 2008, the fund had accumulated capital losses of
$(64,151,807), which represent net capital loss carryovers that may be used to
offset future realized capital gains for federal income tax purposes. The
capital loss carryovers expire as follows:

2011 2012 2013 2014 2015
$(46,771,036) $(1,957,751) $(1,992,016) $(5,270,954) $(8,160,050)

9. RECENTLY ISSUED ACCOUNTING STANDARDS

------
24

FINANCIAL HIGHLIGHTS
Equity Index

Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
2008(1) 2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period $5.26 $5.66 $5.16 $4.70 $4.50 $3.39
------ ------ ------ ------ ------ ------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.04 0.09 0.08 0.07 0.07 0.05

Net Realized
and
Unrealized
Gain (Loss) (0.62) (0.39) 0.50 0.46 0.20 1.11
------ ------ ------ ------ ------ ------
Total From
Investment
Operations (0.58) (0.30) 0.58 0.53 0.27 1.16
------ ------ ------ ------ ------ ------
Distributions

From Net
Investment
Income (0.04) (0.10) (0.08) (0.07) (0.07) (0.05)

From Tax
Return of
Capital -- --(3) -- -- -- --
------ ------ ------ ------ ------ ------
Total From
Distributions (0.04) (0.10) (0.08) (0.07) (0.07) (0.05)
------ ------ ------ ------ ------ ------
Net Asset Value,
End of Period $4.64 $5.26 $5.66 $5.16 $4.70 $4.50
====== ====== ====== ====== ====== ======

TOTAL RETURN(4) (11.03)% (5.46)% 11.28% 11.36% 6.04% 34.27%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets 0.49%(5) 0.49% 0.49% 0.49% 0.49% 0.49%

Ratio of Net
Investment
Income (Loss) to
Average Net
Assets 1.67%(5) 1.51% 1.49% 1.43% 1.59% 1.23%

Portfolio
Turnover Rate 2% 9% 4% 17% 4% 16%

Net Assets, End
of Period (in
thousands) $185,788 $207,571 $232,880 $152,799 $150,454 $142,324

(1) Six months ended September 30, 2008 (unaudited).

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

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

(5) Annualized.

See Notes to Financial Statements.

------
25

Equity Index

Institutional Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
2008(1) 2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period $5.26 $5.67 $5.16 $4.71 $4.50 $3.39
------ ------ ------ ------ ------ ------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.05 0.10 0.09 0.08 0.08 0.06

Net Realized
and
Unrealized
Gain (Loss) (0.62) (0.40) 0.51 0.45 0.21 1.11
------ ------ ------ ------ ------ ------
Total From
Investment
Operations (0.57) (0.30) 0.60 0.53 0.29 1.17
------ ------ ------ ------ ------ ------
Distributions

From Net
Investment
Income (0.05) (0.11) (0.09) (0.08) (0.08) (0.06)

From Tax
Return of
Capital -- --(3) -- -- -- --
------ ------ ------ ------ ------ ------
Total From
Distributions (0.05) (0.11) (0.09) (0.08) (0.08) (0.06)
------ ------ ------ ------ ------ ------
Net Asset Value,
End of Period $4.64 $5.26 $5.67 $5.16 $4.71 $4.50
====== ====== ====== ====== ====== ======

TOTAL RETURN(4) (10.95)% (5.27)% 11.50% 11.35% 6.47% 34.53%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets 0.29%(5) 0.29% 0.29% 0.29% 0.29% 0.29%

Ratio of Net
Investment
Income (Loss) to
Average Net
Assets 1.87%(5) 1.71% 1.69% 1.63% 1.79% 1.43%

Portfolio
Turnover Rate 2% 9% 4% 17% 4% 16%

Net Assets, End
of Period (in
thousands) $289,844 $599,914 $813,571 $662,759 $907,886 $842,269

(1) Six months ended September 30, 2008 (unaudited).

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

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

(5) Annualized.

See Notes to Financial Statements.

------
26

APPROVAL OF MANAGEMENT AGREEMENT
Equity Index

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services (including subadvisory services) are required to be
reviewed, evaluated and approved by a majority of a fund's independent
directors or trustees (the "Directors") each year. At American Century
Investments, this process is referred to as the "15(c) Process." As a part of
this process, the board reviews fund performance, shareholder services, audit
and compliance information, and a variety of other reports from the advisor
concerning fund operations. In addition to this annual review, the board of
directors oversees and evaluates on a continuous basis at its quarterly
meetings the nature and quality of significant services performed by the
advisor and the subadvisor, fund performance, audit and compliance
information, and a variety of other reports relating to fund operations. The
board, or committees of the board, also holds special meetings as needed.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Equity Index (the "Fund") and the services
provided to the Fund under the management and subadvisory agreements. The
information considered and the discussions held at the meetings included, but
were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the Fund;

* reports on the wide range of programs and services the advisor provides to
the Fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of both the advisor and the subadvisor;

* data comparing the cost of owning the Fund to the cost of owning a similar
fund;

* data comparing the Fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the Fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the Fund's board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.

------
27

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the Fund, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management and subadvisory agreements under the terms
ultimately determined by the board to be appropriate, the Directors' decision
was based on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the Fund. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* Fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of Fund assets

* daily valuation of the Fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. The directors specifically noted that with respect to the Fund,
the advisor had retained the subadvisor to provide the day-to-day security
selection. Under the subadvisory agreement, the subadvisor is responsible for
managing the investment operations and composition of the Fund, including the
purchase, retention, and disposition of the investments contained in the Fund.
In performing their evaluation, the Directors considered information received
in connection with the annual review, as well as information provided on an
ongoing basis at their regularly scheduled board and committee meetings.

------
28

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the Fund is quite complex and allows Fund shareholders
access to professional money management, instant diversification of their
investments, and liquidity. In evaluating investment performance, the board
expects the advisor and subadvisor to manage the Fund in accordance with its
investment objectives and approved strategies. In providing these services,
the advisor and subadvisor utilize teams of investment professionals
(portfolio managers, analysts, research assistants, and securities traders)
who require extensive information technology, research, training, compliance
and other systems to conduct their business. At each quarterly meeting the
Directors review investment performance information for the Fund, together
with comparative information for appropriate benchmarks and peer groups of
funds managed similarly to the Fund. The Directors also review detailed
performance information during the 15(c) Process comparing the Fund's
performance with that of similar funds not managed by the advisor. If
performance concerns are identified, the Directors discuss with the advisor
the reasons for such results (e.g., market conditions, security selection) and
any efforts being undertaken to improve performance. The Fund's quarter end
performance fell below the index by less than its total expense ratio for both
the one- and three-year periods during the past year.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the Fund with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to Fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the Fund, its
profitability in managing the Fund, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the Fund. The board did not consider the
profitability of the subadvisor because the subadvisor is paid from the
unified fee of the advisor as a result of arm's length negotiations.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices. With respect to the subadvisor, as part of its oversight
responsibilities, the board approves the subadvisor's code of ethics and any
changes thereto. Further, through the advisor's compliance group, the board
stays abreast of any violations of the subadvisor's code.

------
29

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the Fund specifically, the expenses incurred by the advisor
in providing various functions to the Fund, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the Fund increases in size, and through reinvestment in its
business to provide shareholders additional content and services.

COMPARISON TO OTHER FUNDS' FEES. The Fund pays the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the Fund, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
Fund's independent directors (including their independent legal counsel). The
Directors specifically noted that the subadvisory fees paid to the subadvisor
under the subadvisory agreement were subject to arm's length negotiation
between the advisor and the subadvisor and are paid by the advisor out of its
unified fee.

Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to Fund shareholders because it clearly
discloses to shareholders the cost of owning Fund shares, and, since the
unified fee cannot be increased without a vote of Fund shareholders, it shifts
to the advisor the risk of increased costs of operating the Fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the Fund's unified fee to the total
expense ratio of other funds in the Fund's peer group. The unified fee charged
to shareholders of the Fund was above the median of the total expense ratios
of its peer group. The board concluded that the management fee paid by the
Fund to the advisor was reasonable in light of the services provided to the
Fund.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the Fund. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the Fund. The
Directors analyzed this information and concluded that the fees charged and
services provided to the Fund were reasonable by comparison.

------
30

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the Fund. They concluded that the advisor's primary business
is managing mutual funds and it generally does not use the Fund or shareholder
information to generate profits in other lines of business, and therefore does
not derive any significant collateral benefits from them. The Directors noted
that the advisor receives proprietary research from broker-dealers that
execute Fund portfolio transactions and concluded that this research is likely
to benefit Fund shareholders. The Directors also determined that the advisor
is able to provide investment management services to certain clients other
than the Fund, at least in part, due to its existing infrastructure built to
serve the fund complex. The Directors concluded, however, that the assets of
those other clients are not material to the analysis and, in any event, are
included with the assets of the Fund to determine breakpoints in the Fund's
fee schedule, provided they are managed using the same investment team and
strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the Fund
and the advisor is fair and reasonable in light of the services provided and
should be renewed.

Additionally, the board, including all the independent directors, in the
absence of particular circumstances and assisted by the advice of legal
counsel that is independent of the advisor, taking into account all of the
factors discussed above and the information provided by the advisor, concluded
that the subadvisory agreement between the advisor and the subadvisor, on
behalf of the fund, is fair and reasonable in light of the services provided
and should be renewed.

------
31

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the fund's investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the fund. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission (SEC) for the first and third quarters of each fiscal
year on Form N-Q. The fund's Form N-Q is available on the SEC's website at
sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in
Washington, DC. Information on the operation of the Public Reference Room may
be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year
available on its website at americancentury.com and, upon request, by calling
1-800-345-2021.

------
32

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The S&P 500 INDEX is a market value-weighted index of the stocks of 500
publicly traded U.S. companies chosen for market size, liquidity, and industry
group representation that are considered to be leading firms in dominant
industries. Each stock's weight in the index is proportionate to its market
value. Created by Standard & Poor's, it is considered to be a broad measure of
U.S. stock market performance.

------
33

NOTES

------
34

NOTES

------
35

NOTES

------
36

[back cover]

[american century investments logo and text logo ®]

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE. . . . . . . . . . . . . . . . . 1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE. . . . . . . . . . . . . . 1-800-345-2021
or 816-531-5575

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS .
. . . . . . . . . . . . . . . . . . . . . . . . . . 1-800-345-3533

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES. . . . . . . . 1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF. . . . . . . . . . . 1-800-634-4113

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

American Century Investment Services, Inc., Distributor

0811
CL-SAN-61620N

[front cover]

SEMIANNUAL REPORT
SEPTEMBER 30, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

REAL ESTATE FUND

PROSPECTUS SUPPLEMENT ENCLOSED

PRESIDENT'S LETTER

JONATHAN THOMAS

[photo of Jonathan Thomas]

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

REAL ESTATE

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Industry Allocation. . . . . . . . . . . . . . . . . . . . . . . . . 6
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6
Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . . 7

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 9
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 10
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 12
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 13
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 14
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 20

OTHER INFORMATION

Approval of Management Agreement for Real Estate. . . . . . . . . . . 26
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 31
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 32

The opinions expressed in the Market Perspective and the Portfolio Commentary
reflect those of the portfolio management team as of the date of the report,
and do not necessarily represent the opinions of American Century Investments
or any other person in the American Century Investments organization. Any such
opinions are subject to change at any time based upon market or other
conditions and American Century Investments disclaims any responsibility to
update such opinions. These opinions may not be relied upon as investment
advice and, because investment decisions made by American Century Investments
funds are based on numerous factors, may not be relied upon as an indication
of trading intent on behalf of any American Century Investments fund. Security
examples are used for representational purposes only and are not intended as
recommendations to purchase or sell securities. Performance information for
comparative indices and securities is provided to American Century Investments
by third party vendors. To the best of American Century Investments'
knowledge, such information is accurate at the time of printing.

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Enrique Chang, Chief Investment Officer, American Century Investments

AN OLD-FASHIONED FINANCIAL CRISIS

The six months ended September 30, 2008, represented a tumultuous period for
the U.S. equity market. Continued deterioration in the credit environment and
a deepening liquidity crisis--ignited by last year's mortgage-market
meltdown--led to an increasingly urgent need for capital at many major
financial companies. By September, the crisis reached a tipping point as a
number of major financial institutions filed for bankruptcy, sold out to
competitors to avoid insolvency, or were taken over by the federal government.

The financial crisis had a detrimental impact on an already weak U.S. economy.
Steady job losses pushed the unemployment rate up to a five-year high,
consumer spending began to decline, and mortgage foreclosures and
delinquencies rose markedly. In addition, as the crisis spread around the
world, the likelihood of diminishing global economic activity increased. On
the positive side, the slowing economic environment brought the prices of
energy and other commodities down sharply from record highs reached during the
summer.

The troubling financial and economic news led to an unprecedented level of
stock market turbulence. Day-to-day volatility increased dramatically as
investor confidence faltered, producing a market storm that has not been seen
since the 1930s. As the accompanying table shows, stocks were mostly down
across the board for the six-month period, though small-cap shares held up
considerably better than their mid- and large-cap peers.

INTERVENTION AND RESILIENCY

As business and economic conditions worsened, intervention increased. The U.S.
government and the Federal Reserve have provided extraordinary levels of
fiscal and monetary assistance, and other central banks and governments are
likely to contribute additional stimulus in the months ahead.

Furthermore, downturns play the sometimes necessary role of correcting past
market misbehavior and eliminating excesses and inefficiencies. The current
downturn was years in the making, so it may take some time before we are
firmly on the road to recovery. However, we remain confident in the stock
market's long-term resiliency.

U.S. Stock Index Returns
For the six months ended September 30, 2008*
RUSSELL 1000 INDEX (LARGE-CAP) -11.06%
Russell 1000 Value Index -11.10%
Russell 1000 Growth Index -11.23%
RUSSELL MIDCAP INDEX -10.58%
Russell Midcap Value Index -7.46%
Russell Midcap Growth Index -13.93%
RUSSELL 2000 INDEX (SMALL-CAP) -0.54%
Russell 2000 Value Index 1.24%
Russell 2000 Growth Index -2.83%

* Total returns for periods less than one year are not annualized.

------
2

PERFORMANCE
Real Estate

Total Returns as of September 30, 2008
Average Annual Returns
6 10 Since Inception
months(1) 1 year 5 years years Inception Date

INVESTOR CLASS -1.39% -12.37% 13.44% 13.23% 13.60% 9/21/95(2)

MSCI US REIT INDEX -0.35% -11.63% 13.19% 12.38% 12.44%(3) --

Institutional
Class -1.29% -12.18% 13.66% 13.47% 11.54% 6/16/97

A Class(4)
No sales
charge* -1.47% -12.57% 13.18% -- 13.77%
With sales
charge* -7.13% -17.60% 11.85% -- 13.09% 10/6/98

B Class
No sales
charge* -1.85% -13.21% -- -- -13.11%
With sales
charge* -6.85% -17.21% -- -- -17.08% 9/28/07

C Class
No sales
charge* -1.85% -13.21% -- -- -13.11%
With sales
charge* -2.83% -13.21% -- -- -13.11% 9/28/07

R Class -1.59% -12.78% -- -- -12.69% 9/28/07

(1) Total returns for periods less than one year are not annualized.

(2) The inception date for RREEF Real Estate Securities Fund, Real Estate's
predecessor. That fund merged with Real Estate on 6/13/97 and Real Estate was
first offered to the public on 6/16/97.

(3) Since 9/30/95, the date nearest the Investor Class's inception for which
data are available.

(4) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class. Performance, with sales charge, prior to that date has been adjusted to
reflect the A Class's current sales charge.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund may be subject to certain risks similar to those
associated with direct investment in real estate including but not limited to:
local or regional economic conditions, changes in zoning laws, changes in
property values, property tax increases, overbuilding, increased competition,
environmental contamination, natural disasters and interest rate risk.

------
3

Real Estate

Growth of $10,000 Over 10 Years

$10,000 investment made September 30, 1998

One-Year Returns Over 10 Years
Periods ended September 30
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Investor
Class -2.94% 21.61% 10.96% 9.78% 28.35% 25.40% 25.88% 28.40% 5.84% -12.37%

MSCI US
REIT Index -5.88% 21.25% 11.62% 8.56% 25.11% 24.85% 27.10% 26.56% 4.67% -11.63%

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. The fund may be subject to certain risks similar to those
associated with direct investment in real estate including but not limited to:
local or regional economic conditions, changes in zoning laws, changes in
property values, property tax increases, overbuilding, increased competition,
environmental contamination, natural disasters and interest rate risk.

------
4

PORTFOLIO COMMENTARY
Real Estate

Portfolio Manager: Kay Herr

PERFORMANCE SUMMARY

Real Estate returned -1.39%* for the six months ended September 30, 2008. By
comparison, its benchmark--the MSCI US REIT Index--returned -0.35%. Both the
fund and its benchmark significantly outperformed the -10.87% return of the
S&P 500 Index**, a broad stock market measure. (See the previous page for
additional performance details.)

The portfolio's performance during the reporting period--as well as that of
its benchmark-- masked a high level of volatility in the real estate
investment trust (REIT) market, which was driven by the series of arguably
unprecedented events that beset the financial market. The period was marked by
brokers continuing to report write-downs. In June, Lehman Brothers wrote down
its stake in the 2007 privatization of Archstone-Smith, an apartment REIT.
Post Properties, a long-rumored takeover candidate, announced that they had
concluded their review of a privatization or sale without any offers in June,
in retrospect arguably marking the end of the privatization wave. The period
ended on the heels of the failure of Lehman Brothers, the government rescue of
AIG, and debate over the Troubled Asset Relief Program (TARP). REITs spent
most of the latter part of the period trading largely in sync with financials.

RESIDENTIAL AND RETAIL SECTORS HURT

The portfolio underperformed its benchmark during the period, hampered by
stock selection in the residential and retail sectors. The largest
stock-specific detractors were overweight positions in ProLogis and Colonial
Properties Trust. Shares of ProLogis, the world's largest owner and developer
of warehouse and distribution centers, suffered over the period as the
potential impact of a global slowdown on its overseas operations and a
slowdown in U.S. industrial sector fundamentals resulted in a downward
revision of the company's 2008 and 2009 earnings guidance. While the company
combats market uncertainty in the U.S., its global footprint and access to
capital both for its core operations and funds give us confidence in its
ability to outperform. Colonial Properties has underperformed its apartment
peers significantly due to concerns about its ability to sustain its dividend
while trying to deleverage its balance sheet in this challenging economic
environment. We maintained an overweight in the position due to its attractive
valuation and dividend yield even after a potential reduction, as well as its
exposure to markets like Texas and Colorado that are still generating job
growth.

Top Ten Holdings as of September 30, 2008
% of net assets as of % of net assets as
9/30/08 of 3/31/08
Simon Property Group, Inc. 10.3% 9.3%
ProLogis 6.7% 6.0%
Kimco Realty Corp. 5.6% 6.2%
Vornado Realty Trust 4.7% 1.9%
AvalonBay Communities Inc. 4.1% 1.1%
Boston Properties Inc. 3.9% 3.0%
Apartment Investment and
Management Co. Cl A 3.9% 5.4%
Digital Realty Trust Inc. 3.8% 3.6%
Ventas, Inc. 3.6% 3.1%
Liberty Property Trust 3.6% 4.0%

* All fund returns referenced in this commentary are for Investor Class
shares. Total returns for periods less than one year are not annualized.

** The S&P 500 Index returned -21.98%, 5.17% and 3.06% for the one-, five- and
ten-year periods ended September 30, 2008, respectively.

------
5

Real Estate

OFFICE/INDUSTRIAL REITS HELPED

On the upside, the portfolio benefited overall from stock selection in the
office/industrial and "other" sectors. The biggest stock-specific contributors
were overweight positions in Digital Realty Trust and Liberty Property Trust.
Digital Realty owns and develops technology-related properties, primarily data
centers, in markets across the U.S. and overseas. The company reported strong
first-quarter earnings amid continued confidence in both demand prospects and
leasing activity for data-center space despite challenging economic
conditions. Specialty REITs like Digital Realty have outperformed the broader
office universe due to the belief that prospects for their niche exceed those
of the overall sector. Liberty Property, the owner of a suburban industrial
and office portfolio, rallied due to its attractive valuation and a recent
joint venture on a major development that addressed financing concerns.
Moreover, investors have shown interest in companies with lower exposure to
markets with lower employment concentration in financial services.

OUTLOOK

The level of transactional volume in the direct real estate market remains
subdued, resulting in uncertainty over current valuations in the private
market. Commercial real estate cash flows remain relatively resilient, but
this should not be interpreted as a sign of economic strength as real estate
has always been a lagging indicator. We don't expect REITs to make a sustained
rally until the financial-market crisis is resolved and the scale of direct
real estate repricing is determined. With the credit liquidity crisis
continuing to weigh on both the U.S. economy and REIT market, we expect
continued volatility over the next couple of quarters.

J.P. MORGAN INVESTMENT MANAGEMENT, INC. HAS BEEN SERVING AS SUBADVISOR FOR
AMERICAN CENTURY REAL ESTATE FUND, BUT EFFECTIVE NOVEMBER 17, 2008, AMERICAN
CENTURY INVESTMENTS WILL BRING THE MANAGEMENT OF THIS PORTFOLIO IN-HOUSE,
UNDER THE LEADERSHIP OF A NEW PORTFOLIO MANAGER. STEVEN R. BROWN JOINS OUR
FIRM NOVEMBER 10 AS VICE PRESIDENT AND SENIOR PORTFOLIO MANAGER. MR. BROWN HAS
21 YEARS OF INDUSTRY EXPERIENCE, ALL FOCUSED ON THE REAL ESTATE SECTOR. HE
MOST RECENTLY SERVED AS GLOBAL HEAD OF REAL ESTATE SECURITIES AT NEUBERGER
BERMAN, LLC, IN NEW YORK.

Industry Allocation
% of net assets as of % of net assets as of
9/30/08 3/31/08
Retail REITs 30.0% 30.5%
Office REITs 17.9% 17.8%
Specialized REITs 15.7% 17.5%
Residential REITs 13.5% 12.3%
Diversified REITs 10.2% 8.7%
Industrial REITs 9.9% 8.8%
Wireless Telecommunication
Services 0.8% --
Homebuilding -- 0.5%
Cash and Equivalents(1) 2.0% 3.9%

(1) Includes temporary cash investments, securities lending collateral and
other assets and liabilities.

Types of Investments in Portfolio
% of net assets as of % of net assets as of
9/30/08 3/31/08
Common Stocks 98.0% 96.1%
Temporary Cash Investments 1.6% 3.4%
Other Assets and
Liabilities(2) 0.4% 0.5%

(2) Includes securities lending collateral and other assets and liabilities.

------
6

SHAREHOLDER FEE EXAMPLE (UNAUDITED)

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from April 1, 2008 to September 30, 2008.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

------
7

Expenses Paid
Beginning Ending During Period*
Account Account Value 4/1/08 - Annualized
Value 4/1/08 9/30/08 9/30/08 Expense Ratio*
ACTUAL

Investor Class $1,000 $986.10 $5.68 1.14%

Institutional
Class $1,000 $987.10 $4.68 0.94%

A Class $1,000 $985.30 $6.92 1.39%

B Class $1,000 $981.50 $10.63 2.14%

C Class $1,000 $981.50 $10.63 2.14%

R Class $1,000 $984.10 $8.16 1.64%

HYPOTHETICAL

Investor Class $1,000 $1,019.35 $5.77 1.14%

Institutional
Class $1,000 $1,020.36 $4.76 0.94%

A Class $1,000 $1,018.10 $7.03 1.39%

B Class $1,000 $1,014.34 $10.81 2.14%

C Class $1,000 $1,014.34 $10.81 2.14%

R Class $1,000 $1,016.85 $8.29 1.64%

------
8

SCHEDULE OF INVESTMENTS
Real Estate

SEPTEMBER 30, 2008 (UNAUDITED)

Shares Value

Common Stocks -- 98.0%

DIVERSIFIED REITS -- 10.2%
1,410,010 Colonial Properties Trust $ 26,353,089
1,322,934 Liberty Property Trust 49,808,465
709,280 Vornado Realty Trust 64,509,016
--------------
140,670,570
--------------
INDUSTRIAL REITS -- 9.9%
668,300 AMB Property Corp. 30,273,990
1,877,100 DCT Industrial Trust Inc. 14,059,479
2,222,600 ProLogis 91,726,702
--------------
136,060,171
--------------
OFFICE REITS -- 17.9%
439,100 Alexandria Real Estate Equities, Inc. 49,653,428
578,840 Boston Properties Inc. 54,214,154
525,900 Brandywine Realty Trust 8,430,177
1,094,550 Digital Realty Trust Inc. 51,717,488
1,860,712 Duke Realty Corporation 45,736,301
452,900 Kilroy Realty Corp. 21,644,091
401,010 Mack-Cali Realty Corp. 13,582,209
108,700 Maguire Properties, Inc. 647,852
--------------
245,625,700
--------------
RESIDENTIAL REITS -- 13.5%
1,537,059 Apartment Investment and Management Co. Cl A 53,827,806
574,000 AvalonBay Communities Inc. 56,493,080
740,900 Camden Property Trust 33,977,674
206,600 Equity Residential 9,175,106
218,100 Essex Property Trust, Inc. 25,807,773
46,100 Mid-America Apartment Communities Inc. 2,265,354
144,100 UDR, Inc. 3,768,215
--------------
185,315,008
--------------
RETAIL REITS -- 30.0%
305,300 CBL & Associates Properties, Inc. 6,130,424
1,405,900 Developers Diversified Realty Corp. 44,552,971
1,158,490 General Growth Properties, Inc. 17,493,199
2,072,899 Kimco Realty Corp. 76,572,889
668,744 Macerich Co. (The) 42,565,556
1,983,529 National Retail Properties, Inc. 47,505,520
461,700 Realty Income Corp. 11,819,520
1,461,966 Simon Property Group, Inc. 141,810,701
112,800 Taubman Centers Inc. 5,640,000
535,582 Weingarten Realty Investors 19,104,210
--------------
413,194,990
--------------

Shares Value

SPECIALIZED REITS -- 15.7%
394,800 Extra Space Storage Inc. $ 6,064,128
735,100 HCP, Inc. 29,499,563
627,690 Hospitality Properties Trust 12,880,199
2,754,925 Host Hotels & Resorts Inc. 36,612,953
440,989 Public Storage, Inc. 43,662,321
1,405,500 Senior Housing Properties Trust 33,493,065
75,050 Sovran Self Storage, Inc. 3,371,997
1,011,700 Ventas, Inc. 49,998,213
--------------
215,582,439
--------------
WIRELESS TELECOMMUNICATION SERVICES -- 0.8%
379,500 Crown Castle International Corp.(1) 10,994,115
--------------
TOTAL COMMON STOCKS
(Cost $1,330,401,222) 1,347,442,993
--------------

Temporary Cash Investments -- 1.6%

Repurchase Agreement, Deutsche Bank Securities, Inc.,
(collateralized by various U.S. Treasury obligations, 7.125%,
2/15/23, valued at $22,122,465), in a joint trading account at
0.40%, dated 9/30/08, due 10/1/08 (Delivery value $21,700,241)
(Cost $21,700,000) 21,700,000
--------------
TOTAL INVESTMENT SECURITIES -- 99.6%
(Cost $1,352,101,222) 1,369,142,993
--------------
OTHER ASSETS AND LIABILITIES -- 0.4% 5,652,470
--------------
TOTAL NET ASSETS -- 100.0% $1,374,795,463
==============

Notes to Schedule of Investments

REIT = Real Estate Investment Trust

(1) Non-income producing.

See Notes to Financial Statements.

------
9

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2008 (UNAUDITED)
ASSETS

Investment securities, at value (cost of $1,352,101,222) $1,369,142,993

Foreign currency holdings, at value (cost of $6,138) 6,142

Receivable for investments sold 19,937,871

Receivable for capital shares sold 15,320

Dividends and interest receivable 4,492,179
--------------
1,393,594,505
--------------

LIABILITIES

Disbursements in excess of demand deposit cash 5,252,884

Payable for investments purchased 12,151,865

Payable for capital shares redeemed 71,743

Accrued management fees 1,271,052

Distribution fees payable 258

Service fees (and distribution fees -- A Class and R Class)
payable 51,240
--------------
18,799,042
--------------

NET ASSETS $1,374,795,463
==============

See Notes to Financial Statements.

------
10

SEPTEMBER 30, 2008 (UNAUDITED)
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) $1,528,290,168

Undistributed net investment income 4,690,378

Accumulated net realized loss on investment and foreign currency
transactions (175,226,858)

Net unrealized appreciation on investments and translation of
assets and liabilities in foreign currencies 17,041,775
--------------
$1,374,795,463
==============

INVESTOR CLASS, $0.01 PAR VALUE

Net assets $905,537,559

Shares outstanding 42,655,747

Net asset value per share $21.23

INSTITUTIONAL CLASS, $0.01 PAR VALUE

Net assets $223,893,843

Shares outstanding 10,532,843

Net asset value per share $21.26

A CLASS, $0.01 PAR VALUE

Net assets $244,763,762

Shares outstanding 11,514,548

Net asset value per share $21.26

Maximum offering price (net asset value divided by 0.9425) $22.56

B CLASS, $0.01 PAR VALUE

Net assets $55,471

Shares outstanding 2,622

Net asset value per share $21.16

C CLASS, $0.01 PAR VALUE

Net assets $405,047

Shares outstanding 19,143

Net asset value per share $21.16

R CLASS, $0.01 PAR VALUE

Net assets $139,781

Shares outstanding 6,591

Net asset value per share $21.21

See Notes to Financial Statements.

------
11

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)
INVESTMENT INCOME (LOSS)

INCOME:

Dividends $ 21,157,718

Interest 370,127

Securities lending, net 128,652
-------------
21,656,497
-------------

EXPENSES:

Management fees 7,682,949

Distribution fees:

B Class 141

C Class 1,159

Service fees:

B Class 47

C Class 386

Distribution and service fees:

A Class 319,877

R Class 160

Directors' fees and expenses 24,663

Other expenses 3,725
-------------
8,033,107
-------------

NET INVESTMENT INCOME (LOSS) 13,623,390
-------------

REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss) on investment and foreign currency
transactions (34,652,885)

Change in net unrealized appreciation (depreciation) on
investments and translation of assets and liabilities in foreign
currencies (2,242,493)
-------------

NET REALIZED AND UNREALIZED GAIN (LOSS) (36,895,378)
-------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(23,271,988)
=============

See Notes to Financial Statements.

------
12

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND YEAR ENDED MARCH 31, 2008
September 30,
Increase (Decrease) in Net Assets 2008 March 31, 2008

OPERATIONS

Net investment income (loss) $ 13,623,390 $ 26,690,825

Net realized gain (loss) (34,652,885) (130,456,267)

Change in net unrealized appreciation
(depreciation) (2,242,493) (236,332,792)
-------------- ---------------
Net increase (decrease) in net assets
resulting from operations (23,271,988) (340,098,234)
-------------- ---------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

Investor Class (5,987,114) (21,143,716)

Institutional Class (1,771,238) (5,215,050)

A Class (1,170,781) (6,187,601)

B Class (157) (162)

C Class (1,145) (186)

R Class (506) (171)

From net realized gains:

Investor Class - (138,287,089)

Institutional Class - (31,745,958)

A Class - (47,058,947)

B Class - (4,266)

C Class - (4,409)

R Class - (3,591)
-------------- ---------------
Decrease in net assets from distributions (8,930,941) (249,651,146)
-------------- ---------------

CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets from
capital share transactions 88,465,271 (549,465,923)
-------------- ---------------

NET INCREASE (DECREASE) IN NET ASSETS 56,262,342 (1,139,215,303)

NET ASSETS

Beginning of period 1,318,533,121 2,457,748,424
-------------- ---------------
End of period $1,374,795,463 $ 1,318,533,121
============== ===============

Accumulated undistributed net investment
income (loss) $4,690,378 $(2,071)
============== ===============

See Notes to Financial Statements.

------
13

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 (UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. Real Estate Fund (the fund) is one
fund in a series issued by the corporation. The fund is nondiversified under
the 1940 Act. The fund's investment objective is to seek high total investment
return through a combination of capital appreciation and current income. The
fund pursues its objective by investing primarily in securities issued by real
estate investment trusts and in the securities of companies which are
principally engaged in the real estate industry. The following is a summary of
the fund's significant accounting policies.

MULTIPLE CLASS -- The fund is authorized to issue the Investor Class, the
Institutional Class, the A Class (formerly Advisor Class), the B Class, the C
Class and the R Class. The A Class may incur an initial sales charge. The A
Class, B Class and C Class may be subject to a contingent deferred sales
charge. The share classes differ principally in their respective distribution
and shareholder servicing expenses and arrangements. All shares of the fund
represent an equal pro rata interest in the net assets of the class to which
such shares belong, and have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except for class specific expenses
and exclusive rights to vote on matters affecting only individual classes.
Income, non-class specific expenses, and realized and unrealized capital gains
and losses of the fund are allocated to each class of shares based on their
relative net assets. Sale of the B Class, C Class and R Class commenced on
September 28, 2007.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs after the
value of a security was established but before the net asset value per share
was determined that was likely to materially change the net asset value, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the fund determines that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the fund to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The fund estimates the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.

------
14

Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The fund records the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the fund. In addition, in the normal
course of business, the fund enters into contracts that provide general
indemnifications. The fund's maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the fund.
The risk of material loss from such claims is considered by management to be
remote.

------
15

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the fund with investment advisory and
management services in exchange for a single, unified management fee (the fee)
per class. The Agreement provides that all expenses of the fund, except
brokerage commissions, taxes, interest, fees and expenses of those directors
who are not considered "interested persons" as defined in the 1940 Act
(including counsel fees) and extraordinary expenses, will be paid by ACIM. The
fee is computed and accrued daily based on the daily net assets of the
specific class of shares of the fund and paid monthly in arrears. For funds
with a stepped fee schedule, the rate of the fee is determined by applying a
fee rate calculation formula. This formula takes into account all of the
investment advisor's assets under management in the fund's investment strategy
(strategy assets) to calculate the appropriate fee rate for the fund. The
strategy assets include the fund's assets and the assets of other clients of
the investment advisor that are not in the American Century Investments family
of funds, but that have the same investment team and investment strategy. The
annual management fee schedule for the fund ranges from 1.05% to 1.20% for the
Investor Class, A Class, B Class, C Class and R Class. The Institutional Class
is 0.20% less at each point within the range. The effective annual management
fee for each class of the fund for the six months ended September 30, 2008 was
1.14%, 0.94%, 1.14%, 1.14%, 1.14% and 1.14% for the Investor Class,
Institutional Class, A Class, B Class, C Class and R Class, respectively.

DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate
Master Distribution and Individual Shareholder Services Plan for each of the A
Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule
12b-1 of the 1940 Act. The plan provides that the A Class will pay American
Century Investment Services, Inc. (ACIS) an annual distribution and service
fee of 0.25%. The plans provide that the B Class and the C Class will each pay
ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans
provide that the R Class will pay ACIS an annual distribution and service fee
of 0.50%. The fees are computed and accrued daily based on each class's daily
net assets and paid monthly in arrears. The fees are used to pay financial
intermediaries for distribution and individual shareholder services. Fees
incurred under the plan during the six months ended September 30, 2008, are
detailed in the Statement of Operations.

ACIM has entered into a Subadvisory Agreement with J.P. Morgan Investment
Management, Inc. (JPMIM) on behalf of the fund. The subadvisor makes
investment decisions for the fund in accordance with the fund's investment
objectives, policies, and restrictions under the supervision of ACIM and the
Board of Directors. ACIM pays all costs associated with retaining JPMIM as the
subadvisor of the fund. JPMIM is a wholly owned subsidiary of J.P. Morgan
Chase & Co. (JPM). JPM is an equity investor in ACC. The fund has a securities
lending agreement with JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of
the fund and a wholly owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, excluding short-term
investments, for the six months ended September 30, 2008, were $534,579,417
and $400,246,795, respectively.

------
16

4. CAPITAL SHARE TRANSACTIONS

Transactions in shares of the fund were as follows:

Six months ended
September 30, 2008 Year ended March 31, 2008(1)
Shares Amount Shares Amount
INVESTOR
CLASS/SHARES
AUTHORIZED 125,000,000 125,000,000
=========== ============
Sold 9,267,205 $ 203,764,755 14,161,256 $ 359,902,447

Issued in
reinvestment of
distributions 253,692 5,437,797 6,214,862 140,796,874

Redeemed (6,736,450) (146,343,133) (31,199,553) (852,159,766)
----------- ------------- ------------ --------------
2,784,447 62,859,419 (10,823,435) (351,460,445)
----------- ------------- ------------ --------------

INSTITUTIONAL
CLASS/SHARES
AUTHORIZED 50,000,000 50,000,000
=========== ============
Sold 2,058,624 44,934,594 2,096,335 52,082,339

Issued in
reinvestment of
distributions 75,644 1,625,613 1,510,649 34,353,181

Redeemed (859,706) (18,445,594) (6,418,105) (176,831,718)
----------- ------------- ------------ --------------
1,274,562 28,114,613 (2,811,121) (90,396,198)
----------- ------------- ------------ --------------

A CLASS/SHARES
AUTHORIZED 50,000,000 50,000,000
=========== ============
Sold 2,305,747 50,547,241 3,823,982 101,152,569

Issued in
reinvestment of
distributions 53,469 1,144,220 2,298,933 52,033,616

Redeemed (2,530,761) (54,703,402) (9,982,652) (260,936,432)
----------- ------------- ------------ --------------
(171,545) (3,011,941) (3,859,737) (107,750,247)
----------- ------------- ------------ --------------

B CLASS/SHARES
AUTHORIZED 20,000,000 20,000,000
=========== ============
Sold 1,215 25,529 1,314 35,689

Issued in
reinvestment of
distributions 7 157 199 4,428

Redeemed (113) (2,597) -- --
----------- ------------- ------------ --------------
1,109 23,089 1,513 40,117
----------- ------------- ------------ --------------

C CLASS/SHARES
AUTHORIZED 20,000,000 20,000,000
=========== ============
Sold 17,475 391,820 2,673 64,147

Issued in
reinvestment of
distributions 41 883 207 4,595

Redeemed (1,253) (27,139) -- --
----------- ------------- ------------ --------------
16,263 365,564 2,880 68,742
----------- ------------- ------------ --------------

R CLASS/SHARES
AUTHORIZED 20,000,000 20,000,000
=========== ============
Sold 5,394 114,209 1,030 28,645

Issued in
reinvestment of
distributions 21 456 169 3,762

Redeemed (7) (138) (16) (299)
----------- ------------- ------------ --------------
5,408 114,527 1,183 32,108
----------- ------------- ------------ --------------
Net increase
(decrease) 3,910,244 $ 88,465,271 (17,488,717) $(549,465,923)
=========== ============= ============ ==============

(1) September 28, 2007 (commencement of sale) through March 31, 2008 for the B
Class, C Class and R Class.

5. SECURITIES LENDING

------
17

6. FAIR VALUE MEASUREMENTS

* Level 1 valuation inputs consist of actual quoted prices based on an active
market;

* Level 2 valuation inputs consist of significant direct or indirect
observable market data; or

* Level 3 valuation inputs consist of significant unobservable inputs such as
the fund's own assumptions.

The following is a summary of the valuation inputs used to determine the fair
value of the fund's securities as of September 30, 2008:

Valuation Inputs Value of Investment Securities
Level 1 -- Quoted Prices $1,347,442,993
Level 2 -- Other Significant Observable Inputs 21,700,000
Level 3 -- Significant Unobservable Inputs --
--------------
$1,369,142,993
==============

7. BANK LINE OF CREDIT

8. RISK FACTORS

The fund concentrates its investments in a narrow segment of the total market.
Because of this, the fund is subject to certain additional risks as compared
to investing in a more diversified portfolio of investments. The fund may be
subject to certain risks similar to those associated with direct investment in
real estate including but not limited to: local or regional economic
conditions, changes in zoning laws, changes in property values, property tax
increases, overbuilding, increased competition, environmental contamination,
natural disasters, and interest rate risk.

------
18

9. FEDERAL TAX INFORMATION

As of September 30, 2008, the components of investments for federal income tax
purposes were as follows:

Federal tax cost of investments $1,413,702,099
==============
Gross tax appreciation of investments $ 100,049,505

Gross tax depreciation of investments (144,608,611)
--------------
Net tax appreciation (depreciation) of investments $ (44,559,106)
==============

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales.

As of March 31, 2008, the fund had capital and currency loss deferrals of
$(81,457,100) and $(2,071), respectively, which represent net capital and
foreign currency losses incurred in the five-month period ended March 31,
2008. The fund has elected to treat such losses as having been incurred in the
following fiscal year for federal income tax purposes.

10. CORPORATE EVENT

Effective November 17, 2008, ACIM will terminate the Subadvisory Agreement
with JPMIM on behalf of the fund. ACIM will assume the responsibilities
performed by the subadvisor. The termination of the Subadvisory Agreement was
approved by the Board of Directors on October 9, 2008.

11. RECENTLY ISSUED ACCOUNTING STANDARDS

------
19

FINANCIAL HIGHLIGHTS
Real Estate

Investor Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
2008(1) 2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period $21.67 $31.37 $29.00 $23.24 $23.09 $15.83
------ ------ ------ ------ ------ ------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.22 0.43 0.53 0.53 0.46 0.46

Net Realized
and
Unrealized
Gain (Loss) (0.52) (5.53) 5.70 8.44 1.79 7.49
------ ------ ------ ------ ------ ------
Total From
Investment
Operations (0.30) (5.10) 6.23 8.97 2.25 7.95
------ ------ ------ ------ ------ ------
Distributions

From Net
Investment
Income (0.14) (0.51) (0.49) (0.49) (0.46) (0.54)

From Net
Realized
Gains -- (4.09) (3.37) (2.72) (1.64) (0.15)
------ ------ ------ ------ ------ ------
Total
Distributions (0.14) (4.60) (3.86) (3.21) (2.10) (0.69)
------ ------ ------ ------ ------ ------
Net Asset Value,
End of Period $21.23 $21.67 $31.37 $29.00 $23.24 $23.09
====== ====== ====== ====== ====== ======

TOTAL RETURN(3) (1.39)% (16.60)% 22.02% 40.65% 9.53% 50.97%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net
Assets 1.14%(4) 1.14% 1.13% 1.15% 1.16% 1.17%

Ratio of Net
Investment
Income (Loss)
to Average Net
Assets 1.98%(4) 1.60% 1.72% 2.00% 1.88% 2.28%

Portfolio
Turnover Rate 30% 153% 197% 177% 171% 158%

Net Assets, End
of Period (in
thousands) $905,538 $864,011 $1,590,428 $986,526 $522,676 $393,604

(1) Six months ended September 30, 2008 (unaudited).

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

(4) Annualized.

See Notes to Financial Statements.

------
20

Real Estate

Institutional Class
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
2008(1) 2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period $21.71 $31.41 $29.03 $23.25 $23.10 $15.85
------ ------ ------ ------ ------ ------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(2) 0.24 0.48 0.59 0.59 0.44 0.51

Net Realized
and
Unrealized
Gain (Loss) (0.52) (5.54) 5.71 8.45 1.86 7.47
------ ------ ------ ------ ------ ------
Total From
Investment
Operations (0.28) (5.06) 6.30 9.04 2.30 7.98
------ ------ ------ ------ ------ ------
Distributions

From Net
Investment
Income (0.17) (0.55) (0.55) (0.54) (0.51) (0.58)

From Net
Realized
Gains -- (4.09) (3.37) (2.72) (1.64) (0.15)
------ ------ ------ ------ ------ ------
Total
Distributions (0.17) (4.64) (3.92) (3.26) (2.15) (0.73)
------ ------ ------ ------ ------ ------

Net Asset Value,
End of Period $21.26 $21.71 $31.41 $29.03 $23.25 $23.10
====== ====== ====== ====== ====== ======

TOTAL RETURN(3) (1.29)% (16.44)% 22.27% 40.99% 9.74% 51.14%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net Assets 0.94%(4) 0.94% 0.93% 0.95% 0.96% 0.97%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 2.18%(4) 1.80% 1.92% 2.20% 2.08% 2.48%

Portfolio
Turnover Rate 30% 153% 197% 177% 171% 158%

Net Assets, End
of Period (in
thousands) $223,894 $200,982 $379,044 $242,745 $143,183 $82,488

(1) Six months ended September 30, 2008 (unaudited).

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

(4) Annualized.

See Notes to Financial Statements.

------
21

Real Estate

A Class(1)
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
2008(2) 2008 2007 2006 2005 2004
PER-SHARE DATA

Net Asset Value,
Beginning of
Period $21.69 $31.41 $29.04 $23.26 $23.11 $15.83
------ ------ ------ ------ ------ ------
Income From
Investment
Operations

Net
Investment
Income
(Loss)(3) 0.19 0.36 0.45 0.46 0.35 0.42

Net Realized
and
Unrealized
Gain (Loss) (0.52) (5.53) 5.71 8.46 1.84 7.50
------ ------ ------ ------ ------ ------
Total From
Investment
Operations (0.33) (5.17) 6.16 8.92 2.19 7.92
------ ------ ------ ------ ------ ------
Distributions

From Net
Investment
Income (0.10) (0.46) (0.42) (0.42) (0.40) (0.49)

From Net
Realized
Gains -- (4.09) (3.37) (2.72) (1.64) (0.15)
------ ------ ------ ------ ------ ------
Total
Distributions (0.10) (4.55) (3.79) (3.14) (2.04) (0.64)
------ ------ ------ ------ ------ ------
Net Asset Value,
End of Period $21.26 $21.69 $31.41 $29.04 $23.26 $23.11
====== ====== ====== ====== ====== ======

TOTAL RETURN(4) (1.47)% (16.84)% 21.70% 40.37% 9.30% 50.66%

RATIOS/SUPPLEMENTAL DATA

Ratio of
Operating
Expenses to
Average Net Assets 1.39%(5) 1.39% 1.38% 1.40% 1.41% 1.42%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets 1.73%(5) 1.35% 1.47% 1.75% 1.63% 2.03%

Portfolio
Turnover Rate 30% 153% 197% 177% 171% 158%

Net Assets, End
of Period (in
thousands) $244,764 $253,419 $488,277 $331,329 $161,592 $82,471

(1) Prior to September 4, 2007, the A Class was referred to as the Advisor
Class.

(2) Six months ended September 30, 2008 (unaudited).

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

(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 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.

See Notes to Financial Statements.

------
22

Real Estate

B Class
For a Share Outstanding Throughout the Periods Indicated
2008(1) 2008(2)
PER-SHARE DATA

Net Asset Value, Beginning of Period $21.62 $29.12
------ ------
Income From Investment Operations

Net Investment Income (Loss)(3) 0.12 0.14

Net Realized and Unrealized Gain (Loss) (0.52) (3.42)
------ ------
Total From Investment Operations (0.40) (3.28)
------ ------
Distributions

From Net Investment Income (0.06) (0.13)

From Net Realized Gains -- (4.09)
------ ------
Total Distributions (0.06) (4.22)
------ ------
Net Asset Value, End of Period $21.16 $21.62
====== ======

TOTAL RETURN(4) (1.85)% (11.57)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets 2.14%(5) 2.14%(5)

Ratio of Net Investment Income (Loss) to Average Net Assets 0.98%(5) 1.17%(5)

Portfolio Turnover Rate 30% 153%(6)

Net Assets, End of Period (in thousands) $55 $33

(1) Six months ended September 30, 2008 (unaudited).

(2) September 28, 2007 (commencement of sale) through March 31, 2008.

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2008.

See Notes to Financial Statements.

------
23

Real Estate

C Class
For a Share Outstanding Throughout the Periods Indicated
2008(1) 2008(2)
PER-SHARE DATA

Net Asset Value, Beginning of Period $21.62 $29.12
------ ------
Income From Investment Operations

Net Investment Income (Loss)(3) 0.12 0.13

Net Realized and Unrealized Gain (Loss) (0.52) (3.41)
------ ------
Total From Investment Operations (0.40) (3.28)
------ ------
Distributions

From Net Investment Income (0.06) (0.13)

From Net Realized Gains -- (4.09)
------ ------
Total Distributions (0.06) (4.22)
------ ------
Net Asset Value, End of Period $21.16 $21.62
====== ======

TOTAL RETURN(4) (1.85)% (11.57)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets 2.14%(5) 2.14%(5)

Ratio of Net Investment Income (Loss) to Average Net Assets 0.98%(5) 1.15%(5)

Portfolio Turnover Rate 30% 153%(6)

Net Assets, End of Period (in thousands) $405 $62

(1) Six months ended September 30, 2008 (unaudited).

(2) September 28, 2007 (commencement of sale) through March 31, 2008.

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2008.

See Notes to Financial Statements.

------
24

Real Estate

R Class
For a Share Outstanding Throughout the Periods Indicated
2008(1) 2008(2)
PER-SHARE DATA

Net Asset Value, Beginning of Period $21.65 $29.12
------ ------
Income From Investment Operations

Net Investment Income (Loss)(3) 0.16 0.19

Net Realized and Unrealized Gain (Loss) (0.51) (3.41)
------ ------
Total From Investment Operations (0.35) (3.22)
------ ------
Distributions

From Net Investment Income (0.09) (0.16)

From Net Realized Gains -- (4.09)
------ ------
Total Distributions (0.09) (4.25)
------ ------
Net Asset Value, End of Period $21.21 $21.65
====== ======

TOTAL RETURN(4) (1.59)% (11.37)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets 1.64%(5) 1.64%(5)

Ratio of Net Investment Income (Loss) to Average Net Assets 1.48%(5) 1.65%(5)

Portfolio Turnover Rate 30% 153%(6)

Net Assets, End of Period (in thousands) $140 $26

(1) Six months ended September 30, 2008 (unaudited).

(2) September 28, 2007 (commencement of sale) through March 31, 2008.

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

(5) Annualized.

(6) Portfolio turnover is calculated at the fund level. Percentage indicated
was calculated for the year ended March 31, 2008.

See Notes to Financial Statements.

------
25

APPROVAL OF MANAGEMENT AGREEMENT
Real Estate

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning Real Estate (the "Fund") and the services
provided to the Fund under the management and subadvisory agreements. The
information considered and the discussions held at the meetings included, but
were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the Fund;

* reports on the wide range of programs and services the advisor provides to
the Fund and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of both the advisor and the subadvisor;

* data comparing the cost of owning the Fund to the cost of owning a similar
fund;

* data comparing the Fund's performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the Fund to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

------
26

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of the Fund, the Directors did not identify any
single factor as being all-important or controlling, and each Director may
have attributed different levels of importance to different factors. In
deciding to renew the management and subadvisory agreements under the terms
ultimately determined by the board to be appropriate, the Directors' decision
was based on the following factors.

* Fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of Fund assets

* daily valuation of the Fund's portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. The directors specifically noted that with respect to the Fund,
the advisor had retained the subadvisor to provide the day-to-day security
selection. Under the subadvisory agreement, the subadvisor is responsible for
managing the investment operations and composition of the Fund, including the
purchase, retention, and disposition of the investments contained in the Fund.
In performing their evaluation, the Directors considered information received
in connection with the annual review, as well as information provided on an
ongoing basis at their regularly scheduled board and committee meetings.

------
27

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the Fund is quite complex and allows Fund shareholders
access to professional money management, instant diversification of their
investments, and liquidity. In evaluating investment performance, the board
expects the advisor and subadvisor to manage the Fund in accordance with its
investment objectives and approved strategies. In providing these services,
the advisor and subadvisor utilize teams of investment professionals
(portfolio managers, analysts, research assistants, and securities traders)
who require extensive information technology, research, training, compliance
and other systems to conduct their business. At each quarterly meeting the
Directors review investment performance information for the Fund, together
with comparative information for appropriate benchmarks and peer groups of
funds managed similarly to the Fund. The Directors also review detailed
performance information during the 15(c) Process comparing the Fund's
performance with that of similar funds not managed by the advisor. If
performance concerns are identified, the Directors discuss with the advisor
the reasons for such results (e.g., market conditions, security selection) and
any efforts being undertaken to improve performance. The Fund's performance
for both the one- and three-year periods was above the median for its peer
group.

------
28

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the Fund specifically, the expenses incurred by the advisor
in providing various functions to the Fund, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the Fund increases in size, and through reinvestment in its
business to provide shareholders additional content and services.

Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to Fund shareholders because it clearly
discloses to shareholders the cost of owning Fund shares, and, since the
unified fee cannot be increased without a vote of Fund shareholders, it shifts
to the advisor the risk of increased costs of operating the Fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the Fund's unified fee to the total
expense ratio of other funds in the Fund's peer group. The unified fee charged
to shareholders of the Fund was slightly above the median of the total expense
ratios of its peer group. The board concluded that the management fee paid by
the Fund to the advisor was reasonable in light of the services provided to
the Fund.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the Fund. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the Fund. The
Directors analyzed this information and concluded that the fees charged and
services provided to the Fund were reasonable by comparison.

------
29

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the Fund. They concluded that the advisor's primary business
is managing mutual funds and it generally does not use the Fund or shareholder
information to generate profits in other lines of business, and therefore does
not derive any significant collateral benefits from them. The Directors noted
that the advisor receives proprietary research from broker-dealers that
execute Fund portfolio transactions and concluded that this research is likely
to benefit Fund shareholders. The Directors also determined that the advisor
is able to provide investment management services to certain clients other
than the Fund, at least in part, due to its existing infrastructure built to
serve the fund complex. The Directors concluded, however, that the assets of
those other clients are not material to the analysis and, in any event, are
included with the assets of the Fund to determine breakpoints in the Fund's
fee schedule, provided they are managed using the same investment team and
strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the Fund
and the advisor is fair and reasonable in light of the services provided and
should be renewed.

------
30

ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

PROXY VOTING GUIDELINES

QUARTERLY PORTFOLIO DISCLOSURE

------
31

INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The MORGAN STANLEY CAPITAL INTERNATIONAL US REAL ESTATE INVESTMENT TRUST (MSCI
US REIT) INDEX is a market value-weighted index that tracks the daily stock
price performance of equity securities of the most actively traded REITs.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

------
32

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American Century Investment Services, Inc., Distributor

0811
CL-SAN-61617N-SUP

[front cover]

SEMIANNUAL REPORT
SEPTEMBER 30, 2008

[american century investments logo and text logo ®]

AMERICAN CENTURY INVESTMENTS

NT LARGE COMPANY VALUE FUND
NT MID CAP VALUE FUND

PRESIDENT'S LETTER

[photo of Jonathan Thomas]

JONATHAN THOMAS

Dear Investor:

Thank you for your continued confidence in us.

Sincerely,

/s/ Jonathan Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

TABLE OF CONTENTS

Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2

NT LARGE COMPANY VALUE

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 4
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 5
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 5

NT MID CAP VALUE

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 7
Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 8
Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 8

Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . . 9

FINANCIAL STATEMENTS

Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 11
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 17
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 18
Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 19
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 20
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 25

OTHER INFORMATION

Approval of Management Agreements for
NT Large Company Value and NT Mid Cap Value. . . . . . . . . . . . . 27
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 31
Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 32

MARKET PERSPECTIVE

[photo of Chief Investment Officer]

By Phil Davidson, Chief Investment Officer,
U.S. Value Equity

FINANCIAL SYSTEM SHAKEN

VALUE OUTPERFORMED

*Total returns for periods less than one year are not annualized.

------
2

PERFORMANCE
NT Large Company Value

Total Returns as of September 30, 2008
Average Annual
Returns
Since Inception
6 months(1) 1 year Inception Date
INSTITUTIONAL CLASS -12.58% -25.39% -4.68% 5/12/06
RUSSELL 1000 VALUE INDEX -11.10% -23.56% -3.35% --
S&P 500 INDEX -10.87% -21.98% -2.27% --

(1) Total returns for periods less than one year are not annualized.

Growth of $10,000 Over Life of Class

$10,000 investment made May 12, 2006

One-Year Returns Over Life of Class
Periods ended September 30
                              2006*   2007      2008
Institutional Class           5.67%  13.13%   -25.39%
Russell 1000 Value Index      5.37%  14.45%   -23.56%
S&P 500 Index                 4.20%  16.44%   -21.98%

*From 5/12/06, the Institutional Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the indices are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the indices do not.


------
3


PORTFOLIO COMMENTARY
NT Large Company Value

Portfolio Managers: Chuck Ritter and Brendan Healy

PERFORMANCE SUMMARY

NT Large Company Value returned -12.58%* for the six months ended September
30, 2008. By comparison, its benchmark, the Russell 1000 Value Index, returned
-11.10%. The broader market, as measured by the S&P 500 Index, returned
-10.87%. The portfolio's return reflects operating expenses, while the
indices' returns do not.

The volatile market environment described in the Market Perspective on page 2
hampered NT Large Company Value's absolute and relative performance. U.S.
equity indices were almost universally down for the six months. Value
outperformed growth-- except among mega-cap stocks (shares of especially large
companies, represented by the Russell Top 200 Index). NT Large Company Value
was slowed by its position in the financials sector and holdings among
utilities and consumer discretionary stocks. On the positive side, the
portfolio benefited from strong security selection in the information
technology and health care sectors.

FINANCIALS HINDERED PROGRESS

Even an underweight in financials-- the portfolio's largest source of relative
underperformance--was insufficient to protect NT Large Company Value from the
turmoil in the sector. Although we continue to be selective about portfolio
holdings, NT Large Company Value's complement of insurance stocks hampered
results. A top detractor was American International Group (AIG), the leading
U.S.-based international insurer. AIG's shares fell significantly after the
Federal Reserve stepped in to rescue the company from bankruptcy. We
eliminated the position during the reporting period.

Also slowing progress was a significant underweight in real estate investment
trusts (REITs), which boosted returns for the benchmark. We continued to limit
exposure to this segment because we believe REITs are overvalued relative to
their fundamentals.

UTILITIES, CONSUMER DISCRETIONARY DETRACTED

The portfolio's mix of electric utilities was a drag on relative performance.
A key detractor was Exelon, the nation's largest nuclear generator, which saw
its cost advantage over carbon-based generators decline as oil and gas prices
fell.

In consumer discretionary stocks, holdings in the media industry hampered
performance. The sector provided two key detractors--entertainment giant
Viacom and newspaper publisher Gannett Co. Both companies have been hurt by a
significant drop-off in advertising revenue.

Top Ten Holdings as of September 30, 2008
                              % of         % of
                           net assets   net assets
                              as of       as of
                             9/30/08     3/31/08
Exxon Mobil Corp.             5.2%         4.9%
Chevron Corp.                 4.6%         3.4%
General Electric Co.          4.5%         4.9%
JPMorgan Chase & Co.          3.5%         2.6%
AT&T Inc.                     3.4%         3.9%
ConocoPhillips                3.1%         2.4%
Citigroup Inc.                3.1%         2.7%
Johnson & Johnson             2.9%         2.7%
Pfizer Inc.                   2.8%         2.6%
Bank of America Corp.         2.7%         2.9%

*Total returns for periods less than one year are not annualized.


------
4


NT Large Company Value

INFORMATION TECHNOLOGY CONTRIBUTED

On the positive side, the portfolio benefited most from strong security
selection in the information technology sector, with most of the gains coming
from large leading software and technology companies. A significant holding
was computer and peripheral maker Hewlett-Packard, whose acquisition of
outsourcing giant Electronic Data Systems appears to offer a competitive
advantage and could add value through reorganization and cost-cutting efforts.
High-tech giant International Business Machines (IBM) reported strong earnings
from growth in its software and services divisions.

HEALTH CARE ADDED VALUE

Holdings in the health care sector contributed to results. During difficult
economic times or periods of stock market turbulence, investors often regard
consumer staples and health care stocks as lower-risk, defensive investments.
Moreover, our preference for large industry leaders proved advantageous as
many of these names outperformed.

Two notable contributors were Abbott Laboratories, which develops and
manufactures laboratory diagnostics, medical devices, and pharmaceutical
therapies, and Johnson & Johnson, the world's sixth-largest pharmaceutical
company and the maker of consumer health care products and medical devices and
diagnostics. Abbott reported strong sales across its entire product line,
including Humira (a drug that treats autoimmune diseases). Johnson & Johnson
raised its 2008 earnings-per-share forecast and announced strong sales of its
medical devices and consumer products.

OUTLOOK

We continue to be bottom-up investment managers, evaluating each company
individually and building the portfolio one stock at a time. NT Large Company
Value is broadly diversified, with ongoing overweight positions in the
information technology, energy, and industrials sectors. Our valuation work is
also directing us toward smaller relative weightings in financials and
utilities stocks. We are still finding greater value opportunities among
mega-cap stocks and have maintained our bias toward these firms.

Top Five Industries as of September 30, 2008
                                               % of         % of
                                            net assets   net assets
                                               as of        as of
                                              9/30/08      3/31/08
Oil, Gas & Consumable Fuels                    16.3%        13.7%
Pharmaceuticals                                9.7%         8.8%
Diversified Financial Services                 9.3%         8.2%
Diversified Telecommunication Services         5.8%         5.9%
Industrial Conglomerates                       5.0%         5.6%

Types of Investments in Portfolio
                                              % of          % of
                                           net assets    net assets
                                              as of        as of
                                             9/30/08      3/31/08
Common Stocks and Futures                     99.1%        99.2%
Temporary Cash Investments                     --           1.0%
Other Assets and Liabilities(1)               0.9%         (0.2)%

(1) Includes securities lending collateral and other assets and liabilities.


------
5


PERFORMANCE
NT Mid Cap Value

Total Returns as of September 30, 2008
                                                       Average Annual
                                                          Returns
                                                           Since        Inception
                            6 months(1)    1 year        Inception         Date
INSTITUTIONAL CLASS           -1.27%       -14.17%         0.92%         5/12/06
RUSSELL MIDCAP VALUE INDEX    -7.46%       -20.50%         -2.98%           --

(1) Total returns for periods less than one year are not annualized.

Growth of $10,000 Over Life of Class

$10,000 investment made May 12, 2006

One-Year Returns Over Life of Class
Periods ended September 30
                                2006*    2007     2008
Institutional Class             2.97%   15.64%  -14.17%
Russell Midcap Value Index      2.88%   13.75%  -20.50%

*From 5/12/06, the Institutional Class's inception date. Not annualized.

Data presented reflect past performance. Past performance is no guarantee of
future results. Current performance may be higher or lower than the
performance shown. Investment return and principal value will fluctuate, and
redemption value may be more or less than original cost. To obtain performance
data current to the most recent month end, please call 1-800-345-2021 or visit
americancentury.com. International investing involves special risks, such as
political instability and currency fluctuations.

Data assumes reinvestment of dividends and capital gains, and none of the
charts reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Returns for the indices are
provided for comparison. The fund's total returns include operating expenses
(such as transaction costs and management fees) that reduce returns, while the
total returns of the indices do not.


------
6


PORTFOLIO COMMENTARY
NT Mid Cap Value

Portfolio Managers: Kevin Toney, Michael Liss, and Phil Davidson

PERFORMANCE SUMMARY

NT Mid Cap Value returned -1.27%* for the six months ended September 30, 2008.
The fund's benchmark, the Russell Midcap Value Index, returned -7.46%. Its
returns do not include operating expenses.

The volatile market environment described in the Market Perspective on page 2
hampered NT Mid Cap Value's absolute performance. However, on a relative
basis, the portfolio significantly outpaced the performance of its benchmark,
the Russell Midcap Value Index. NT Mid Cap Value outperformed because of
effective security selection and our continued emphasis on less-risky
businesses with sound balance sheets. The portfolio benefited most from its
positions in the utilities, consumer staples, and materials sectors. Its mix
of energy stocks hindered relative performance. The portfolio's complement of
international holdings also restrained performance.

ALLOCATION TO UTILITIES WAS A PLUS

NT Mid Cap Value's position in utilities was the largest contributor to
relative performance. Because of valuations and higher-risk business models,
we did not hold any independent power producers, which declined 57% in the
benchmark. Investors appear to have connected these companies to both the
credit crisis and the sharp drop in energy prices in the closing months of the
period.

Security selection, particularly among electric utilities, also boosted
results. A significant holding was Empire District Electric, which principally
provides electricity to customers in southwestern Missouri. By obtaining
regulatory approval to pass through most of its fuel and power costs to
ratepayers, Empire limited its exposure to rising commodity prices.

CONSUMER STAPLES ADDED VALUE

The portfolio's mix of consumer staples companies--particularly its food and
household products holdings--added positively to performance against the
benchmark. A top contributor was personal-care and paper-product manufacturer
Kimberly-Clark Corp., which benefited from cost cutting and price increases.
We believe the company's margins could improve if the cost of energy,
oil-based materials, and product distribution continue to decline.

Top Ten Holdings as of September 30, 2008
                                                % of         % of
                                             net assets   net assets
                                                as of        as of
                                               9/30/08      3/31/08
iShares Russell Midcap Value Index Fund         4.0%          --
Kimberly-Clark Corp.                            3.4%         2.9%
People's United Financial, Inc.                 2.8%         1.5%
Equitable Resources Inc.                        2.2%         1.2%
Marsh & McLennan Companies, Inc.                1.9%         1.5%
ConAgra Foods, Inc.                             1.9%         1.3%
Bemis Co., Inc.                                 1.9%         3.5%
Chubb Corp.                                     1.8%         0.6%
Beckman Coulter, Inc.                           1.7%         1.7%
Allstate Corp.                                  1.7%         1.4%

*Total returns for periods less than one year are not annualized.


------
7


NT Mid Cap Value

The consumer staples sector was also the source of an international detractor,
Maple Leaf Foods. A leading food processor headquartered in Toronto, Canada,
Maple Leaf experienced a setback when many of its products were linked to a
harmful strain of listeria, a food-borne bacteria.

MATERIALS CONTRIBUTED

In materials, an overweight position and security selection added to results.
A top performer was Bemis Co., one of the portfolio's top holdings. Bemis, a
major producer of flexible packaging, primarily for the food industry,
reported improved sales volume and should benefit from lower resin input
costs. Another notable contributor was Rohm and Haas, a specialty chemical
company. Its stock rose on the news that it would be acquired at a substantial
premium by Dow Chemical.

ENERGY POSITION HAMPERED RESULTS

The portfolio's complement of energy stocks slowed relative performance. The
sector also provided a significant detractor, Equitable Resources, which is an
integrated energy company engaged in Appalachian-region natural gas
activities, including production, gathering and processing, distribution,
transmission, storage, and marketing. Despite its strong resource base,
Equitable's prospects dimmed as natural gas prices fell and its access to
capital was restricted by tight credit conditions, which may hinder its
ability to execute its growth plans.

OUTLOOK

We continue to follow our disciplined, bottom-up process, selecting companies
one at a time for the portfolio. We see opportunities in consumer staples,
utilities, materials, and industrials stocks, reflected by overweight
positions in these sectors, relative to the benchmark. Our fundamental
analysis and valuation work are also directing us toward smaller relative
weightings in financials, consumer discretionary, and energy stocks.

PORTFOLIO MANAGER SCOTT MOORE HAS LEFT AMERICAN CENTURY INVESTMENTS TO PURSUE
ANOTHER CAREER OPPORTUNITY. PORTFOLIO MANAGER KEVIN TONEY HAS JOINED THE NT
MID CAP VALUE MANAGEMENT TEAM. MR. TONEY, A PORTFOLIO MANAGER ON THE EQUITY
INCOME AND VALUE PORTFOLIOS, PREVIOUSLY SERVED AS A SENIOR INVESTMENT ANALYST
FOR NT MID CAP VALUE SINCE ITS INCEPTION.

Top Five Industries as of September 30, 2008
                                       % of         % of
                                    net assets   net assets
                                       as of        as of
                                      9/30/08      3/31/08
Insurance                              8.6%         6.2%
Electric Utilities                     6.7%         5.8%
Multi-Utilities                        4.8%         3.4%
Oil, Gas & Consumable Fuels            4.6%         2.0%
Food Products                          4.6%         9.2%

Types of Investments in Portfolio
                                        % of         % of
                                     net assets   net assets
                                        as of        as of
                                       9/30/08      3/31/08
Common Stocks                           98.0%        97.0%
Temporary Cash Investments              1.2%         2.2%
Other Assets and Liabilities(1)         0.8%         0.8%

(1) Includes securities lending collateral and other assets and liabilities.


------
8


SHAREHOLDER FEE EXAMPLES (UNAUDITED)

Fund shareholders may incur two types of costs: (1) transaction costs,
including sales charges (loads) on purchase payments and redemption/exchange
fees; and (2) ongoing costs, including management fees; distribution and
service (12b-1) fees; and other fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in your fund
and to compare these costs with the ongoing cost of investing in other mutual
funds.

The example is based on an investment of $1,000 made at the beginning of the
period and held for the entire period from April 1, 2008 to September 30, 2008.

ACTUAL EXPENSES

The table provides information about actual account values and actual expenses
for each class. You may use the information, together with the amount you
invested, to estimate the expenses that you paid over the period. First,
identify the share class you own. Then simply divide your account value by
$1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then
multiply the result by the number under the heading "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

If you hold Investor Class shares of any American Century Investments fund, or
Institutional Class shares of the American Century Diversified Bond Fund, in
an American Century Investments account (i.e., not a financial intermediary or
retirement plan account), American Century Investments may charge you a $12.50
semiannual account maintenance fee if the value of those shares is less than
$10,000. We will redeem shares automatically in one of your accounts to pay
the $12.50 fee. In determining your total eligible investment amount, we will
include your investments in all PERSONAL ACCOUNTS (including American Century
Investments Brokerage accounts) registered under your Social Security number.
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), and
certain other retirement accounts. If you have only business, business
retirement, employer-sponsored or American Century Investments Brokerage
accounts, you are currently not subject to this fee. We will not charge the
fee as long as you choose to manage your accounts exclusively online. If you
are subject to the Account Maintenance Fee, your account value could be
reduced by the fee amount.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table also provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio of each class of your
fund and an assumed rate of return of 5% per year before expenses, which is
not the actual return of a fund's share class. The hypothetical account values
and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your fund and other funds. To do so, compare
this 5% hypothetical example with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads) or redemption/exchange fees. Therefore, the table is useful in
comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional
costs were included, your costs would have been higher.


------
9


                   Beginning         Ending       Expenses Paid
                 Account Value   Account Value    During Period*     Annualized
                     4/1/08         9/30/08      4/1/08 - 9/30/08  Expense Ratio*
NT Large Company Value -- Institutional Class
Actual               $1,000         $874.20           $2.96             0.63%
Hypothetical         $1,000        $1,021.91          $3.19             0.63%
NT Mid Cap Value -- Institutional Class
Actual               $1,000         $987.30           $4.04             0.81%
Hypothetical         $1,000        $1,021.01          $4.10             0.81%

*Expenses are equal to the class's annualized expense ratio listed in the
table above, multiplied by the average account value over the period,
multiplied by 183, the number of days in the most recent fiscal half-year,
divided by 365, to reflect the one-half year period.


------
10


SCHEDULE OF INVESTMENTS
NT Large Company Value

SEPTEMBER 30, 2008 (UNAUDITED)

Shares                                                                     Value

Common Stocks -- 94.5%

AEROSPACE & DEFENSE -- 1.1%
    19,300  Northrop Grumman Corp.                                   $ 1,168,423
                                                                    ------------
BEVERAGES -- 2.1%
    28,000  Coca-Cola Co. (The)                                        1,480,640
    24,100  Pepsi Bottling Group Inc.                                    702,997
                                                                    ------------
                                                                       2,183,637
                                                                    ------------
BIOTECHNOLOGY -- 0.9%
    16,600  Amgen Inc.(1)                                                983,882
                                                                    ------------
CAPITAL MARKETS -- 3.5%
    26,600  Bank of New York Mellon Corp. (The)                          866,628
     7,600  Goldman Sachs Group, Inc. (The)                              972,800
     7,300  Legg Mason, Inc.                                             277,838
    30,600  Merrill Lynch & Co., Inc.                                    774,180
    32,700  Morgan Stanley                                               752,100
                                                                    ------------
                                                                       3,643,546
                                                                    ------------
CHEMICALS -- 1.9%
    28,000  du Pont (E.I.) de Nemours & Co.                            1,128,400
    15,100  PPG Industries, Inc.                                         880,632
                                                                    ------------
                                                                       2,009,032
                                                                    ------------
COMMERCIAL BANKS -- 3.0%
    65,000  National City Corp.                                          113,750
    28,400  U.S. Bancorp                                               1,022,968
    54,200  Wells Fargo & Co.                                          2,034,126
                                                                    ------------
                                                                       3,170,844
                                                                    ------------
COMMERCIAL SERVICES & SUPPLIES -- 1.9%
    11,400  Avery Dennison Corp.                                         507,072
     4,700  Pitney Bowes, Inc.                                           156,322
    24,900  R.R. Donnelley & Sons Co.                                    610,797
    21,300  Waste Management, Inc.                                       670,737
                                                                    ------------
                                                                       1,944,928
                                                                    ------------
COMMUNICATIONS EQUIPMENT -- 0.2%
    22,400  Motorola, Inc.                                               159,936
                                                                    ------------
COMPUTERS & PERIPHERALS -- 1.0%
    21,700  Hewlett-Packard Co.                                        1,003,408
                                                                    ------------
CONSUMER FINANCE -- 0.3%
    22,400  Discover Financial Services                                  309,568
                                                                    ------------
DIVERSIFIED -- 1.2%
    11,200  Standard and Poor's 500 Depositary Receipt Series 1        1,299,424
                                                                    ------------

Shares                                                                     Value

DIVERSIFIED CONSUMER SERVICES -- 0.6%
    29,600  H&R Block, Inc.(2)                                         $ 667,480
                                                                    ------------
DIVERSIFIED FINANCIAL SERVICES -- 9.3%
    82,800  Bank of America Corp.                                      2,898,000
   157,500  Citigroup Inc.                                             3,230,325
    78,900  JPMorgan Chase & Co.                                       3,684,630
                                                                    ------------
                                                                       9,812,955
                                                                    ------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 5.8%
   128,900  AT&T Inc.                                                  3,598,888
     9,500  Embarq Corp.                                                 385,225
    65,000  Verizon Communications Inc.                                2,085,850
                                                                    ------------
                                                                       6,069,963
                                                                    ------------
ELECTRIC UTILITIES -- 2.3%
    21,900  Exelon Corp.                                               1,371,378
    28,800  PPL Corp.                                                  1,066,176
                                                                    ------------
                                                                       2,437,554
                                                                    ------------
ENERGY EQUIPMENT & SERVICES -- 0.5%
    10,100  National Oilwell Varco, Inc.(1)                              507,323
                                                                    ------------
FOOD & STAPLES RETAILING -- 2.5%
    25,700  Kroger Co. (The)                                             706,236
    23,500  Walgreen Co.                                                 727,560
    20,800  Wal-Mart Stores, Inc.                                      1,245,712
                                                                    ------------
                                                                       2,679,508
                                                                    ------------
FOOD PRODUCTS -- 0.7%
    25,500  Unilever N.V. New York Shares                                718,080
                                                                    ------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 0.7%
    14,600  Medtronic, Inc.                                              731,460
                                                                    ------------
HEALTH CARE PROVIDERS & SERVICES -- 0.4%
     8,400  Quest Diagnostics Inc.                                       434,028
                                                                    ------------
HOTELS, RESTAURANTS & LEISURE -- 0.6%
     9,800  Darden Restaurants, Inc.                                     280,574
     1,800  McDonald's Corp.                                             111,060
    18,500  Starbucks Corp.(1)                                           275,095
                                                                    ------------
                                                                         666,729
                                                                    ------------
HOUSEHOLD DURABLES -- 0.7%
    39,900  Newell Rubbermaid Inc.                                       688,674
                                                                    ------------
HOUSEHOLD PRODUCTS -- 0.7%
    11,800  Clorox Co.                                                   739,742
                                                                    ------------



------
11


NT Large Company Value
Shares                                                                     Value

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.6%
    23,800  NRG Energy Inc.(1)                                         $ 589,050
                                                                    ------------
INDUSTRIAL CONGLOMERATES -- 5.0%
   187,200  General Electric Co.                                       4,773,600
    12,900  Tyco International Ltd.                                      451,758
                                                                    ------------
                                                                       5,225,358
                                                                    ------------
INSURANCE -- 4.1%
    31,400  Allstate Corp.                                             1,448,168
    17,500  Hartford Financial Services Group Inc. (The)                 717,325
    10,300  Loews Corp.                                                  406,747
    13,100  Torchmark Corp.                                              783,380
    21,800  Travelers Companies, Inc. (The)                              985,360
                                                                    ------------
                                                                       4,340,980
                                                                    ------------
IT SERVICES -- 1.5%
     8,300  Fiserv, Inc.(1)                                              392,756
    10,500  International Business Machines Corp.                      1,228,080
                                                                    ------------
                                                                       1,620,836
                                                                    ------------
MACHINERY -- 2.6%
    13,700  Caterpillar Inc.                                             816,520
    16,000  Dover Corp.                                                  648,800
    23,100  Ingersoll-Rand Company Ltd. Cl A                             720,027
     9,800  Parker-Hannifin Corp.                                        519,400
                                                                    ------------
                                                                       2,704,747
                                                                    ------------
MEDIA -- 3.0%
    39,600  CBS Corp. Cl B                                               577,368
    29,100  Gannett Co., Inc.                                            492,081
   104,300  Time Warner Inc.                                           1,367,373
    29,900  Viacom Inc. Cl B(1)                                          742,716
                                                                    ------------
                                                                       3,179,538
                                                                    ------------
METALS & MINING -- 0.4%
    11,300  Nucor Corp.                                                  446,350
                                                                    ------------
MULTILINE RETAIL -- 0.6%
    14,600  Kohl's Corp.(1)                                              672,768
                                                                    ------------
OFFICE ELECTRONICS -- 0.6%
    50,500  Xerox Corp.                                                  582,265
                                                                    ------------
OIL, GAS & CONSUMABLE FUELS -- 16.3%
     4,800  Apache Corp.                                                 500,544
    58,700  Chevron Corp.                                              4,841,576
    44,900  ConocoPhillips                                             3,288,925
     5,700  Devon Energy Corp.                                           519,840
    71,000  Exxon Mobil Corp.                                          5,513,860
    42,500  Royal Dutch Shell plc ADR                                  2,507,925
                                                                    ------------
                                                                      17,172,670
                                                                    ------------

Shares                                                                     Value

PAPER & FOREST PRODUCTS -- 1.1%
    11,900  International Paper Co.                                    $ 311,542
    13,500  Weyerhaeuser Co.                                             817,830
                                                                    ------------
                                                                       1,129,372
                                                                    ------------
PHARMACEUTICALS -- 9.7%
    17,400  Abbott Laboratories                                        1,001,892
    19,400  Eli Lilly & Co.                                              854,182
    44,700  Johnson & Johnson                                          3,096,816
    35,900  Merck & Co., Inc.                                          1,133,004
   160,400  Pfizer Inc.                                                2,957,776
    30,700  Wyeth                                                      1,134,058
                                                                    ------------
                                                                      10,177,728
                                                                    ------------
PROFESSIONAL SERVICES -- 0.1%
     5,000  Robert Half International Inc.                               123,750
                                                                    ------------
REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.3%
     8,400  Developers Diversified Realty Corp.                          266,196
                                                                    ------------
ROAD & RAIL -- 0.2%
    13,600  YRC Worldwide Inc.(1)                                        162,656
                                                                    ------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.0%
    24,600  Applied Materials, Inc.                                      372,198
    24,800  Intel Corp.                                                  464,504
     9,800  Texas Instruments Inc.                                       210,700
                                                                    ------------
                                                                       1,047,402
                                                                    ------------
SOFTWARE -- 1.9%
    45,500  Microsoft Corp.                                            1,214,395
    39,700  Oracle Corp.(1)                                              806,307
                                                                    ------------
                                                                       2,020,702
                                                                    ------------
SPECIALTY RETAIL -- 2.5%
    19,200  Best Buy Co., Inc.                                           720,000
    25,800  Gap, Inc. (The)                                              458,724
    29,800  Home Depot, Inc. (The)                                       771,522
    30,000  Staples, Inc.                                                675,000
                                                                    ------------
                                                                       2,625,246
                                                                    ------------
TEXTILES, APPAREL & LUXURY GOODS -- 0.7%
     9,300  VF Corp.                                                     718,983
                                                                    ------------
THRIFTS & MORTGAGE FINANCE -- 0.1%
    18,800  MGIC Investment Corp.                                        132,164
                                                                    ------------
WIRELESS TELECOMMUNICATION SERVICES -- 0.3%
    59,200  Sprint Nextel Corp.                                          361,120
                                                                    ------------
TOTAL COMMON STOCKS
(Cost $112,099,742)                                                   99,330,005
                                                                    ------------


------
12


NT Large Company Value

                                                                           Value

Temporary Cash Investments -- Segregated For Futures Contracts -- 4.6%

Repurchase Agreement, Deutsche Bank Securities, Inc.,
(collateralized by various U.S. Treasury obligations, 7.125%,
2/15/23, valued at $4,893,448), in a joint trading account at
0.40%, dated 9/30/08, due 10/1/08 (Delivery value $4,800,053)
(Cost $4,800,000)                                                    $ 4,800,000
                                                                    ------------

                                                                           Value

TOTAL INVESTMENT SECURITIES -- 99.1%
(Cost $116,899,742)                                                  104,130,005
                                                                    ------------
OTHER ASSETS AND LIABILITIES -- 0.9%                                     954,841
                                                                    ------------
TOTAL NET ASSETS -- 100.0%                                          $105,084,846
                                                                    ============

Futures Contracts
                          Expiration       Underlying Face       Unrealized Gain
 Contracts Purchased         Date          Amount at Value            (Loss)

74     S&P 500 E-Mini
       Futures          December 2008         $4,319,380            $(347,384)
                                             ============          ============

Notes to Schedule of Investments

ADR = American Depositary Receipt

(1) Non-income producing.

(2) Security, or a portion thereof, has been segregated for futures contracts.

See Notes to Financial Statements.


------
13


SCHEDULE OF INVESTMENTS
NT Mid Cap Value

SEPTEMBER 30, 2008 (UNAUDITED)

Shares                                                                       Value

Common Stocks -- 98.0%

AEROSPACE & DEFENSE -- 0.5%
          3,600  Northrop Grumman Corp.                                  $ 217,945
                                                                       -----------
AIRLINES -- 0.3%
         11,138  Southwest Airlines Co.                                    161,612
                                                                       -----------
AUTO COMPONENTS -- 1.0%
         14,110  Autoliv, Inc.                                             476,213
                                                                       -----------
AUTOMOBILES -- 1.0%
          7,800  Bayerische Motoren Werke AG ORD                           304,287
         13,025  Winnebago Industries, Inc.                                168,283
                                                                       -----------
                                                                           472,570
                                                                       -----------
BEVERAGES -- 1.8%
         34,400  Coca-Cola Enterprises Inc.                                576,888
         10,400  Pepsi Bottling Group Inc.                                 303,368
                                                                       -----------
                                                                           880,256
                                                                       -----------
BUILDING PRODUCTS -- 0.2%
          6,563  Masco Corp.                                               117,740
                                                                       -----------
CAPITAL MARKETS -- 3.3%
         20,800  AllianceBernstein Holding L.P.                            769,808
         12,500  Ameriprise Financial Inc.                                 477,500
          9,900  Legg Mason, Inc.                                          376,794
                                                                       -----------
                                                                         1,624,102
                                                                       -----------
CHEMICALS -- 3.4%
          7,200  Ecolab Inc.                                               349,344
         16,198  International Flavors & Fragrances Inc.                   639,173
          2,870  Minerals Technologies Inc.                                170,363
          7,200  Rohm & Haas Co.                                           504,000
                                                                       -----------
                                                                         1,662,880
                                                                       -----------
COMMERCIAL BANKS -- 3.7%
         18,932  Associated Banc-Corp                                      377,693
          6,400  BancorpSouth Inc.                                         180,032
         11,205  Commerce Bancshares, Inc.                                 519,912
         15,568  Marshall & Ilsley Corp.                                   313,695
          2,723  SunTrust Banks, Inc.                                      122,508
          6,900  Synovus Financial Corp.                                    71,415
          6,000  United Bankshares, Inc.                                   210,000
                                                                       -----------
                                                                         1,795,255
                                                                       -----------
COMMERCIAL SERVICES & SUPPLIES -- 4.4%
         14,300  Avery Dennison Corp.                                      636,064
         14,153  HNI Corp.                                                 358,637
         11,263  Pitney Bowes, Inc.                                        374,607

Shares                                                                       Value

         10,598  Republic Services, Inc.                                 $ 317,728
         13,696  Waste Management, Inc.                                    431,287
                                                                       -----------
                                                                         2,118,323
                                                                       -----------
COMMUNICATIONS EQUIPMENT -- 0.6%
         27,400  Emulex Corp.(1)                                           292,358
                                                                       -----------
COMPUTERS & PERIPHERALS -- 1.2%
         17,014  Diebold, Inc.                                             563,334
                                                                       -----------
CONTAINERS & PACKAGING -- 2.5%
         35,740  Bemis Co., Inc.                                           933,529
         12,300  Pactiv Corp.(1)                                           305,409
                                                                       -----------
                                                                         1,238,938
                                                                       -----------
DISTRIBUTORS -- 1.1%
         12,856  Genuine Parts Co.                                         516,940
                                                                       -----------
DIVERSIFIED -- 4.2%
         49,100  iShares Russell Midcap Value Index Fund                 1,925,702
          1,596  iShares S&P MidCap 400 Index Fund                         115,487
                                                                       -----------
                                                                         2,041,189
                                                                       -----------
DIVERSIFIED FINANCIAL SERVICES -- 0.7%
         10,500  McGraw-Hill Companies, Inc. (The)                         331,905
                                                                       -----------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 1.2%
          5,800  CenturyTel Inc.                                           212,570
          4,700  Embarq Corp.                                              190,585
         13,600  Frontier Communications Corp.                             156,400
                                                                       -----------
                                                                           559,555
                                                                       -----------
ELECTRIC UTILITIES -- 6.7%
         29,784  Empire District Electric Co.                              635,888
         25,024  IDACORP, Inc.                                             727,948
         33,296  Portland General Electric Co.                             787,784
         36,000  Sierra Pacific Resources                                  344,880
         34,031  Westar Energy Inc.                                        784,074
                                                                       -----------
                                                                         3,280,574
                                                                       -----------
ELECTRICAL EQUIPMENT -- 1.4%
         18,800  Hubbell Inc. Cl B                                         658,940
                                                                       -----------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS -- 3.2%
          7,900  AVX Corp.                                                  80,501
          5,529  Littelfuse, Inc.(1)                                       164,377
         30,558  Molex Inc.                                                686,027
         16,824  Tyco Electronics Ltd.                                     465,352
         27,200  Vishay Intertechnology, Inc.(1)                           180,064
                                                                       -----------
                                                                         1,576,321
                                                                       -----------


------
14


Shares                                                                       Value

FOOD PRODUCTS -- 4.6%
          5,000  Campbell Soup Co.                                       $ 193,000
         48,507  ConAgra Foods, Inc.                                       943,946
          7,606  Hershey Co. (The)                                         300,741
          3,300  Hormel Foods Corp.                                        119,724
          4,600  Kellogg Co.                                               258,060
         31,390  Maple Leaf Foods Inc. ORD                                 252,146
         13,174  Tyson Foods, Inc. Cl A                                    157,298
                                                                       -----------
                                                                         2,224,915
                                                                       -----------
GAS UTILITIES -- 2.1%
         10,300  AGL Resources Inc.                                        323,214
         12,320  Southwest Gas Corp.                                       372,803
         10,553  WGL Holdings Inc.                                         342,445
                                                                       -----------
                                                                         1,038,462
                                                                       -----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 3.4%
         11,860  Beckman Coulter, Inc.                                     841,941
         13,900  Boston Scientific Corp.(1)                                170,553
          3,300  Hospira Inc.(1)                                           126,060
         10,762  Symmetry Medical Inc.(1)                                  199,743
          5,100  Zimmer Holdings Inc.(1)                                   329,256
                                                                       -----------
                                                                         1,667,553
                                                                       -----------
HEALTH CARE PROVIDERS & SERVICES -- 1.0%
          6,400  LifePoint Hospitals Inc.(1)                               205,696
          4,800  Patterson Companies, Inc.(1)                              145,968
          2,102  Universal Health Services, Inc. Cl B                      117,775
                                                                       -----------
                                                                           469,439
                                                                       -----------
HEALTH CARE TECHNOLOGY -- 0.5%
         13,900  IMS Health Inc.                                           262,849
                                                                       -----------
HOTELS, RESTAURANTS & LEISURE -- 3.0%
         19,686  International Speedway Corp. Cl A                         765,983
         35,730  Speedway Motorsports Inc.                                 696,020
                                                                       -----------
                                                                         1,462,003
                                                                       -----------
HOUSEHOLD DURABLES -- 0.7%
          4,100  Whirlpool Corp.                                           325,089
                                                                       -----------
HOUSEHOLD PRODUCTS -- 4.2%
          5,900  Clorox Co.                                                369,871
         25,595  Kimberly-Clark Corp.                                    1,659,580
                                                                       -----------
                                                                         2,029,451
                                                                       -----------
INSURANCE -- 8.6%
         18,035  Allstate Corp.                                            831,774
         16,100  Chubb Corp.                                               883,890
         14,639  Gallagher (Arthur J.) & Co.                               375,637

Shares                                                                       Value

          2,943  Hartford Financial Services Group Inc. (The)            $ 120,634
          9,400  HCC Insurance Holdings, Inc.                              253,800
         30,151  Horace Mann Educators Corp.                               388,043
          8,500  Lincoln National Corp.                                    363,885
         29,754  Marsh & McLennan Companies, Inc.                          944,988
                                                                       -----------
                                                                         4,162,651
                                                                       -----------
IT SERVICES -- 0.4%
          4,000  Automatic Data Processing, Inc.                           171,000
                                                                       -----------
LEISURE EQUIPMENT & PRODUCTS -- 0.3%
          7,885  RC2 Corp.(1)                                              157,700
                                                                       -----------
MACHINERY -- 2.0%
         31,145  Altra Holdings Inc.(1)                                    459,700
          6,500  Dover Corp.                                               263,575
          5,700  Kaydon Corp.                                              256,842
                                                                       -----------
                                                                           980,117
                                                                       -----------
METALS & MINING -- 0.8%
          9,200  Alcoa Inc.                                                207,736
          5,000  Newmont Mining Corp.                                      193,800
                                                                       -----------
                                                                           401,536
                                                                       -----------
MULTILINE RETAIL -- 0.2%
          4,500  Family Dollar Stores, Inc.                                106,650
                                                                       -----------
MULTI-UTILITIES -- 4.8%
         10,900  Ameren Corp.                                              425,427
          7,600  Consolidated Edison, Inc.                                 326,496
         11,594  Puget Energy, Inc.                                        309,560
         14,960  Wisconsin Energy Corp.                                    671,704
         30,797  Xcel Energy Inc.                                          615,632
                                                                       -----------
                                                                         2,348,819
                                                                       -----------
OIL, GAS & CONSUMABLE FUELS -- 4.6%
          5,748  Apache Corp.                                              599,401
         29,542  Equitable Resources Inc.                                1,083,896
          2,300  Murphy Oil Corp.                                          147,522
          4,700  Noble Energy Inc.                                         261,273
         10,300  Talisman Energy Inc.                                      146,466
                                                                       -----------
                                                                         2,238,558
                                                                       -----------
PAPER & FOREST PRODUCTS -- 2.0%
          7,400  International Paper Co.                                   193,732
         14,948  MeadWestvaco Corp.                                        348,438
          7,206  Weyerhaeuser Co.                                          436,539
                                                                       -----------
                                                                           978,709
                                                                       -----------
PHARMACEUTICALS -- 1.4%
         17,900  Bristol-Myers Squibb Co.                                  373,215
         10,252  Watson Pharmaceuticals, Inc.(1)                           292,182
                                                                       -----------
                                                                           665,397
                                                                       -----------


------
15


Shares                                                                       Value

REAL ESTATE INVESTMENT TRUSTS (REITS) -- 3.4%
          3,600  Boston Properties Inc.                                  $ 337,176
         14,900  Host Hotels & Resorts Inc.                                198,021
          6,800  ProLogis                                                  280,636
          2,500  Public Storage Inc.                                       247,525
         12,188  Rayonier, Inc.                                            577,102
                                                                       -----------
                                                                         1,640,460
                                                                       -----------
ROAD & RAIL -- 0.3%
          8,800  Heartland Express, Inc.                                   136,576
                                                                       -----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.5%
         13,200  Applied Materials, Inc.                                   199,716
         11,800  KLA-Tencor Corp.                                          373,470
         22,000  Teradyne, Inc.(1)                                         171,820
                                                                       -----------
                                                                           745,006
                                                                       -----------
SOFTWARE -- 0.6%
         14,935  Synopsys, Inc.(1)                                         297,953
                                                                       -----------
SPECIALTY RETAIL -- 0.8%
         12,162  Lowe's Companies, Inc.                                    288,118
          1,900  Sherwin-Williams Co. (The)                                108,604
                                                                       -----------
                                                                           396,722
                                                                       -----------
THRIFTS & MORTGAGE FINANCE -- 3.7%
         70,033  People's United Financial, Inc.                         1,348,135
         23,500  Washington Federal, Inc.                                  433,575
                                                                       -----------
                                                                         1,781,710
                                                                       -----------

Shares                                                                       Value

TRADING COMPANIES & DISTRIBUTORS -- 0.3%
          9,400  Interline Brands Inc.(1)                                $ 152,374
                                                                       -----------
WATER UTILITIES -- 0.4%
          9,414  American Water Works Co., Inc.                            202,401
                                                                       -----------
TOTAL COMMON STOCKS
(Cost $49,044,494)                                                      47,631,050
                                                                       -----------

Temporary Cash Investments -- 1.2%

Repurchase Agreement, Deutsche Bank Securities, Inc.,
(collateralized by various U.S. Treasury obligations, 7.125%,
2/15/23, valued at $611,681), in a joint trading account at 0.40%,
dated 9/30/08, due 10/1/08 (Delivery value $600,007) (Cost $600,000)       600,000
                                                                       -----------
TOTAL INVESTMENT SECURITIES -- 99.2%
(Cost $49,644,494)                                                      48,231,050
                                                                       -----------
OTHER ASSETS AND LIABILITIES -- 0.8%                                       412,838
                                                                       -----------
TOTAL NET ASSETS -- 100.0%                                             $48,643,888
                                                                       ===========

Forward Foreign Currency Exchange Contracts
    Contracts to Sell       Settlement Date     Value     Unrealized Gain (Loss)

335,185     CAD for USD        10/31/08        $315,470                    $ 8,803
142,131     Euro for USD       10/31/08         200,742                      6,942
                                               --------                   --------
                                               $516,212                    $15,745
                                               ========                   ========

(Value on Settlement Date $531,957)

Notes to Schedule of Investments

CAD = Canadian Dollar

ORD = Foreign Ordinary Share

USD = United States Dollar

(1) Non-income producing.

See Notes to Financial Statements.


------
16


STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2008 (UNAUDITED)
                                                            NT Large
                                                             Company    NT Mid Cap
                                                               Value         Value
ASSETS

Investment securities, at value (cost of
$116,899,742 and $49,644,494, respectively)             $104,130,005   $48,231,050

Cash                                                         587,933       288,174

Receivable for investments sold                              130,384     1,637,697

Receivable for forward foreign currency exchange
contracts                                                         --        15,745

Receivable for variation margin on futures contracts         179,820            --

Dividends and interest receivable                            178,792       105,208
                                                        ------------   -----------
                                                         105,206,934    50,277,874
                                                        ------------   -----------

LIABILITIES

Payable for investments purchased                             66,489     1,600,949

Accrued management fees                                       55,599        33,037
                                                        ------------   -----------
                                                             122,088     1,633,986
                                                        ------------   -----------

NET ASSETS                                              $105,084,846   $48,643,888
                                                        ============   ===========

INSTITUTIONAL CLASS CAPITAL SHARES, $0.01 PAR VALUE

Authorized                                                30,000,000    30,000,000
                                                        ============   ===========
Outstanding                                               12,523,496     5,504,501
                                                        ============   ===========

NET ASSET VALUE PER SHARE                                      $8.39         $8.84
                                                        ============   ===========

NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus)                 $128,202,800   $55,100,302

Undistributed net investment income                           70,701        60,370

Accumulated net realized loss on investment and
foreign currency transactions                           (10,071,534)   (5,119,081)

Net unrealized depreciation on investments and
translation of assets and liabilities in foreign
currencies                                              (13,117,121)   (1,397,703)
                                                        ------------   -----------
                                                        $105,084,846   $48,643,888
                                                        ============   ===========

See Notes to Financial Statements.


------
17


STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)
                                                            NT Large
                                                             Company    NT Mid Cap
                                                               Value         Value

INVESTMENT INCOME (LOSS)

INCOME:

Dividends (net of foreign taxes withheld of
$11,931 and $1,914 respectively)                         $ 1,569,759     $ 664,208

Interest                                                      48,316         6,893

Securities lending, net                                       16,215        27,751
                                                       -------------   -----------
                                                           1,634,290       698,852
                                                       -------------   -----------

EXPENSES:

Management fees                                              332,147       196,917

Directors' fees and expenses                                   1,602           737

Other expenses                                                   104         1,306
                                                       -------------   -----------
                                                             333,853       198,960
                                                       -------------   -----------

NET INVESTMENT INCOME (LOSS)                               1,300,437       499,892
                                                       -------------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)

NET REALIZED GAIN (LOSS) ON:

Investment and foreign currency transactions             (9,112,594)     (731,797)

Futures transactions                                       (267,226)            --
                                                       -------------   -----------
                                                         (9,379,820)     (731,797)
                                                       -------------   -----------
CHANGE IN NET UNREALIZED APPRECIATION
(DEPRECIATION) ON:

Investments and translation of assets and
liabilities in foreign currencies                        (6,473,045)     (421,559)

Futures                                                    (333,926)            --
                                                       -------------   -----------
                                                         (6,806,971)     (421,559)
                                                       -------------   -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)                 (16,186,791)   (1,153,356)
                                                       -------------   -----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS                                        $(14,886,354)    $(653,464)
                                                       =============   ===========

See Notes to Financial Statements.


------
18


STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND YEAR ENDED MARCH 31, 2008
                                NT Large Company Value            NT Mid Cap Value
Increase (Decrease) in                       March 31,     Sept. 30,     March 31,
Net Assets               Sept. 30, 2008           2008          2008          2008

OPERATIONS

Net investment income
(loss)                      $ 1,300,437    $ 1,860,725     $ 499,892     $ 588,915

Net realized gain
(loss)                      (9,379,820)        231,787     (731,797)   (2,452,313)

Change in net
unrealized
appreciation
(depreciation)              (6,806,971)   (12,577,054)     (421,559)   (2,674,647)
                           ------------   ------------   -----------   -----------
Net increase
(decrease) in net
assets resulting from
operations                 (14,886,354)   (10,484,542)     (653,464)   (4,538,045)
                           ------------   ------------   -----------   -----------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment
income                      (1,252,090)    (1,863,182)     (479,235)     (608,003)

From net realized gains              --    (1,095,232)            --   (3,708,762)
                           ------------   ------------   -----------   -----------
Decrease in net assets
from distributions          (1,252,090)    (2,958,414)     (479,235)   (4,316,765)
                           ------------   ------------   -----------   -----------

CAPITAL SHARE TRANSACTIONS

Proceeds from shares
sold                         26,541,866     48,365,507     8,728,317    25,235,011

Payments for shares
redeemed                    (3,936,140)    (8,275,312)   (4,783,670)   (3,922,971)
                           ------------   ------------   -----------   -----------
Net increase
(decrease) in net
assets from capital
share transactions           22,605,726     40,090,195     3,944,647    21,312,040
                           ------------   ------------   -----------   -----------

NET INCREASE
(DECREASE) IN NET
ASSETS                        6,467,282     26,647,239     2,811,948    12,457,230

NET ASSETS

Beginning of period          98,617,564     71,970,325    45,831,940    33,374,710
                           ------------   ------------   -----------   -----------
End of period              $105,084,846    $98,617,564   $48,643,888   $45,831,940
                           ============   ============   ===========   ===========

Undistributed net
investment income               $70,701        $22,354       $60,370       $39,713
                           ============   ============   ===========   ===========

TRANSACTIONS IN SHARES OF THE FUNDS

Sold                          2,805,013      4,428,581       949,049     2,465,147

Redeemed                      (442,744)      (732,587)     (517,221)     (349,992)
                           ------------   ------------   -----------   -----------
Net increase
(decrease) in shares
of the funds                  2,362,269      3,695,994       431,828     2,115,155
                           ============   ============   ===========   ===========

See Notes to Financial Statements.


------
19


NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 (UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is
registered under the Investment Company Act of 1940 (the 1940 Act) as an
open-end management investment company. NT Large Company Value Fund (NT Large
Company Value) and NT Mid Cap Value Fund (NT Mid Cap Value) (collectively, the
funds) are two funds in a series issued by the corporation. The funds are
diversified under the 1940 Act. The funds' investment objective is to seek
long-term capital growth. Income is a secondary objective. The funds pursue
their investment objective by investing in stocks of companies that management
believes to be undervalued at the time of purchase. NT Large Company Value
invests primarily in companies with larger market capitalization. NT Mid Cap
Value invests in mid-sized market capitalization companies. The funds are not
permitted to invest in any securities issued by companies assigned the Global
Industry Classification Standard for the tobacco industry. The following is a
summary of the funds' significant accounting policies.

SECURITY VALUATIONS -- Securities traded primarily on a principal securities
exchange are valued at the last reported sales price, or at the mean of the
latest bid and asked prices where no last sales price is available. Depending
on local convention or regulation, securities traded over-the-counter are
valued at the mean of the latest bid and asked prices, the last sales price,
or the official close price. Debt securities not traded on a principal
securities exchange are valued through a commercial pricing service or at the
mean of the most recent bid and asked prices. Discount notes may be valued
through a commercial pricing service or at amortized cost, which approximates
fair value. Securities traded on foreign securities exchanges and
over-the-counter markets are normally completed before the close of business
on days that the New York Stock Exchange (the Exchange) is open and may also
take place on days when the Exchange is not open. If an event occurs after the
value of a security was established but before the net asset value per share
was determined that was likely to materially change the net asset value, that
security would be valued as determined in accordance with procedures adopted
by the Board of Directors. If the funds determine that the market price of a
portfolio security is not readily available, or that the valuation methods
mentioned above do not reflect the security's fair value, such security is
valued as determined by the Board of Directors or its designee, in accordance
with procedures adopted by the Board of Directors, if such determination would
materially impact a fund's net asset value. Certain other circumstances may
cause the funds to use alternative procedures to value a security such as: a
security has been declared in default; trading in a security has been halted
during the trading day; or there is a foreign market holiday and no trading
will commence.

SECURITY TRANSACTIONS -- For financial reporting purposes, security
transactions are accounted for as of the trade date. Net realized gains and
losses are determined on the identified cost basis, which is also used for
federal income tax purposes.

INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is
recorded as of the ex-dividend date. Distributions received on securities that
represent a return of capital or capital gain are recorded as a reduction of
cost of investments and/or as a realized gain. The funds estimate the
components of distributions received that may be considered nontaxable
distributions or capital gain distributions for income tax purposes. Interest
income is recorded on the accrual basis and includes accretion of discounts
and amortization of premiums.

EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs).
ETFs are a type of index fund bought and sold on a securities exchange. An ETF
trades like common stock and represents a fixed portfolio of securities
designed to track the performance and dividend yield of a particular domestic
or foreign market index. A fund may purchase an ETF to temporarily gain
exposure to a portion of the U.S. or a foreign market while awaiting purchase
of underlying securities. The risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to track, although
the lack of liquidity on an ETF could result in it being more volatile.
Additionally, ETFs have management fees, which increase their cost.

FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially
expressed in foreign currencies are translated into U.S. dollars at prevailing
exchange rates at period end. Purchases and sales of investment securities,
dividend and interest income, and certain expenses are translated at the rates
of exchange prevailing on the respective dates of such transactions. For
assets and liabilities, other than investments in securities, net realized and
unrealized gains and losses from foreign currency translations arise from
changes in currency exchange rates.


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20


Net realized and unrealized foreign currency exchange gains or losses
occurring during the holding period of investment securities are a component
of realized gain (loss) on investment transactions and unrealized appreciation
(depreciation) on investments, respectively. Certain countries may impose
taxes on the contract amount of purchases and sales of foreign currency
contracts in their currency. The funds record the foreign tax expense, if any,
as a reduction to the net realized gain (loss) on foreign currency
transactions.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into
forward foreign currency exchange contracts to facilitate transactions of
securities denominated in a foreign currency or to hedge the funds' exposure
to foreign currency exchange rate fluctuations. The net U.S. dollar value of
foreign currency underlying all contractual commitments held by the funds and
the resulting unrealized appreciation or depreciation are determined daily
using prevailing exchange rates. The funds bear the risk of an unfavorable
change in the foreign currency exchange rate underlying the forward contract.
Additionally, losses may arise if the counterparties do not perform under the
contract terms.

FUTURES CONTRACTS -- The funds may enter into futures contracts in order to
manage the funds' exposure to changes in market conditions. One of the risks
of entering into futures contracts is the possibility that the change in value
of the contract may not correlate with the changes in value of the underlying
securities. Upon entering into a futures contract, the funds are required to
deposit either cash or securities in an amount equal to a certain percentage
of the contract value (initial margin). Subsequent payments (variation margin)
are made or received daily, in cash, by the funds. The variation margin is
equal to the daily change in the contract value and is recorded as unrealized
gains and losses. The funds recognize a realized gain or loss when the
contract is closed or expires. Net realized and unrealized gains or losses
occurring during the holding period of futures contracts are a component of
realized gain (loss) on futures transactions and unrealized appreciation
(depreciation) on futures, respectively.

SECURITIES ON LOAN -- The funds may lend portfolio securities through their
lending agent to certain approved borrowers in order to earn additional
income. The income earned, net of any rebates or fees, is included in the
Statement of Operations. The funds continue to recognize any gain or loss in
the market price of the securities loaned and record any interest earned or
dividends declared.

REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with
institutions that American Century Investment Management, Inc. (ACIM) (the
investment advisor) has determined are creditworthy pursuant to criteria
adopted by the Board of Directors. Each repurchase agreement is recorded at
cost. Each fund requires that the collateral, represented by securities,
received in a repurchase transaction be transferred to the custodian in a
manner sufficient to enable each fund to obtain those securities in the event
of a default under the repurchase agreement. ACIM monitors, on a daily basis,
the securities transferred to ensure the value, including accrued interest, of
the securities under each repurchase agreement is equal to or greater than
amounts owed to each fund under each repurchase agreement.

JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, each fund, along with other registered
investment companies having management agreements with ACIM or American
Century Global Investment Management, Inc. (ACGIM), may transfer uninvested
cash balances into a joint trading account. These balances are invested in one
or more repurchase agreements that are collateralized by U.S. Treasury or
Agency obligations.

INCOME TAX STATUS -- It is each fund's policy to distribute substantially all
net investment income and net realized gains to shareholders and to otherwise
qualify as a regulated investment company under provisions of the Internal
Revenue Code. The funds have adopted the provisions of Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Income Taxes" during
the current fiscal year. All tax years for the funds remain subject to
examination by tax authorities. At this time, management believes there are no
uncertain tax positions which, based on their technical merit, would not be
sustained upon examination and for which it is reasonably possible that the
total amounts of unrecognized tax benefits will significantly change in the
next twelve months. Accordingly, no provision has been made for federal or
state income taxes. Interest and penalties associated with any federal or
state income tax obligations, if any, are recorded as interest expense.

DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on
the ex-dividend date. Distributions from net investment income are declared
and paid quarterly. Distributions from net realized gains, if any, are
generally declared and paid annually.


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21


INDEMNIFICATIONS -- Under the corporation's organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the funds. In addition, in the normal
course of business, the funds enter into contracts that provide general
indemnifications. The funds' maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the
funds. The risk of material loss from such claims is considered by management
to be remote.

USE OF ESTIMATES -- The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America,
which may require management to make certain estimates and assumptions at the
date of the financial statements. Actual results could differ from these
estimates.

2. FEES AND TRANSACTIONS WITH RELATED PARTIES

MANAGEMENT FEES -- The corporation has entered into a Management Agreement
with ACIM, under which ACIM provides the funds with investment advisory and
management services in exchange for a single, unified management fee (the
fee). The Agreement provides that all expenses of the funds, except brokerage
commissions, taxes, interest, fees and expenses of those directors who are not
considered "interested persons" as defined in the 1940 Act (including counsel
fees) and extraordinary expenses, will be paid by ACIM. The fee is computed
and accrued daily based on the daily net assets of each fund and paid monthly
in arrears. For funds with a stepped fee schedule, the rate of the fee is
determined by applying a fee rate calculation formula. This formula takes into
account all of the investment advisor's assets under management in each fund's
investment strategy (strategy assets) to calculate the appropriate fee rate
for each fund. The strategy assets include each fund's assets and the assets
of other clients of the investment advisor that are not in the American
Century Investments family of funds, but that have the same investment team
and investment strategy. The annual management fee schedule for NT Large
Company Value ranges from 0.50% to 0.70%. The effective annual management fee
for NT Large Company Value for the six months ended September 30, 2008 was
0.62%. The annual management fee for NT Mid Cap Value is 0.80%.

RELATED PARTIES -- Certain officers and directors of the corporation are also
officers and/or directors, and, as a group, controlling stockholders of
American Century Companies, Inc. (ACC), the parent of the corporation's
investment advisor, ACIM, the distributor of the corporation, American Century
Investment Services, Inc., and the corporation's transfer agent, American
Century Services, LLC. The funds are wholly owned, in aggregate, by various
funds in a series issued by American Century Asset Allocation Portfolios, Inc.
(ACAAP). ACAAP does not invest in the funds for the purpose of exercising
management or control.

The funds are eligible to invest in a money market fund for temporary
purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM).
JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an
equity investor in ACC. The funds have a securities lending agreement with
JPMorgan Chase Bank (JPMCB). JPMCB is a custodian of the funds and a wholly
owned subsidiary of JPM.

3. INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term investments, for the six months
ended September 30, 2008, were as follows:

                         NT Large Company Value   NT Mid Cap Value
Purchases                      $35,778,994           $44,445,847
Proceeds from sales            $14,861,287           $40,084,150


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22


4. SECURITIES LENDING

As of September 30, 2008, the funds did not have any securities on loan. JPMCB
receives and maintains collateral in the form of cash and/or acceptable
securities as approved by ACIM. Cash collateral is invested in authorized
investments by the lending agent in a pooled account. The value of cash
collateral received at period end is disclosed in the Statement of Assets and
Liabilities and investments made with the cash by the lending agent are listed
in the Schedule of Investments. Any deficiencies or excess of collateral must
be delivered or transferred by the member firms no later than the close of
business on the next business day. The funds' risks in securities lending are
that the borrower may not provide additional collateral when required or
return the securities when due. If the borrower defaults, receipt of the
collateral by the funds may be delayed or limited.

5. FAIR VALUE MEASUREMENTS

The funds' securities valuation process is based on several considerations and
may use multiple inputs to determine the fair value of the positions held by
the funds. In conformity with accounting principles generally accepted in the
United States of America, the inputs used to determine a valuation are
classified into three broad levels as follows:

* Level 1 valuation inputs consist of actual quoted prices based on an active
market;

* Level 2 valuation inputs consist of significant direct or indirect
observable market data; or

* Level 3 valuation inputs consist of significant unobservable inputs such as
the fund's own assumptions.

The level classification is based on the lowest level input that is
significant to the fair valuation measurement. The valuation inputs are not an
indication of the risks associated with investing in these securities or other
financial instruments.

The following is a summary of the valuation inputs used to determine the fair
value of the funds' securities and other financial instruments as of September
30, 2008:

                                 Value of Investment     Unrealized Gain (Loss) on
Fund/Valuation Inputs                     Securities  Other Financial Instruments*

NT LARGE COMPANY VALUE

Level 1 -- Quoted Prices                $ 99,330,005                   $ (347,384)

Level 2 -- Other Significant
Observable Inputs                          4,800,000                            --

Level 3 -- Significant
Unobservable Inputs                               --                            --
                                       -------------                   -----------
                                       $ 104,130,005                   $ (347,384)
                                       =============                   ===========

NT MID CAP VALUE

Level 1 -- Quoted Prices                $ 47,074,617                            --

Level 2 -- Other Significant
Observable Inputs                          1,156,433                      $ 15,745

Level 3 -- Significant
Unobservable Inputs                               --                            --
                                       -------------                   -----------
                                        $ 48,231,050                      $ 15,745
                                       =============                   ===========

*Includes forward foreign currency exchange contracts and futures contracts.

6. BANK LINE OF CREDIT

The funds, along with certain other funds managed by ACIM or ACGIM, have a
$500,000,000 unsecured bank line of credit agreement with Bank of America,
N.A. The funds may borrow money for temporary or emergency purposes to fund
shareholder redemptions. Borrowings under the agreement, which is subject to
annual renewal, bear interest at the Federal Funds rate plus 0.40%. The funds
did not borrow from the line during the six months ended September 30, 2008.


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23


7. RISK FACTORS

There are certain risks involved in investing in foreign securities. These
risks include those resulting from future adverse political, social, and
economic developments, fluctuations in currency exchange rates, the possible
imposition of exchange controls, and other foreign laws or restrictions.

8. FEDERAL TAX INFORMATION

The book-basis character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. These differences reflect
the differing character of certain income items and net realized gains and
losses for financial statement and tax purposes, and may result in
reclassification among certain capital accounts on the financial statements.

As of September 30, 2008, the components of investments for federal income tax
purposes were as follows:

                                                          NT Large
                                                           Company      NT Mid Cap
                                                             Value           Value

Federal tax cost of investments                       $117,979,414     $52,435,699
                                                     =============    ============
Gross tax appreciation of investments                   $4,396,371      $1,425,974
Gross tax depreciation of investments                 (18,245,780)     (5,630,623)
                                                     -------------    ------------
Net tax appreciation (depreciation) of
investments                                          $(13,849,409)    $(4,204,649)
                                                     =============    ============

The difference between book-basis and tax-basis cost and unrealized
appreciation (depreciation) is attributable primarily to the tax deferral of
losses on wash sales.

As of March 31, 2008, NT Large Company Value and NT Mid Cap Value had
$(117,578) and $(2,443,256) of capital loss deferrals, respectively. These
deferrals represent net capital losses incurred in the five-month period ended
March 31, 2008. The funds have elected to treat such losses as having been
incurred in the following fiscal year for federal income tax purposes.

9. RECENTLY ISSUED ACCOUNTING STANDARDS

The Financials Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in
September 2006, which is effective for fiscal years beginning after November
15, 2007. FAS 157 defines fair value, establishes a framework for measuring
fair value and expands the required financial statement disclosures about fair
value measurements. The adoption of FAS 157 does not materially impact the
determination of fair value.

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for
fiscal years beginning after November 15, 2008. FAS 161 amends and expands
disclosures about derivative instruments and hedging activities. FAS 161
requires qualitative disclosures about the objectives and strategies of
derivative instruments, quantitative disclosures about the fair value amounts
of and gains and losses on derivative instruments, and disclosures of
credit-risk-related contingent features in hedging activities. Management is
currently evaluating the impact that adopting FAS 161 will have on the
financial statement disclosures.


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24


FINANCIAL HIGHLIGHTS
NT Large Company Value

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                                      2008(1)      2008    2007(2)

PER-SHARE DATA

Net Asset Value, Beginning of Period                    $9.71    $11.13     $10.00
                                                     --------   -------   --------
Income From Investment Operations

 Net Investment Income (Loss)                         0.11(3)      0.22       0.18

 Net Realized and Unrealized Gain (Loss)               (1.32)    (1.29)       1.14
                                                     --------   -------   --------
 Total From Investment Operations                      (1.21)    (1.07)       1.32
                                                     --------   -------   --------
Distributions

 From Net Investment Income                            (0.11)    (0.22)     (0.18)

 From Net Realized Gains                                   --    (0.13)     (0.01)
                                                     --------   -------   --------
 Total Distributions                                   (0.11)    (0.35)     (0.19)
                                                     --------   -------   --------
Net Asset Value, End of Period                          $8.39     $9.71     $11.13
                                                     ========   =======   ========

TOTAL RETURN(4)                                      (12.58)%   (9.93)%     13.26%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets    0.63%(5)     0.62%   0.63%(5)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                           2.44%(5)     2.10%   2.01%(5)

Portfolio Turnover Rate                                   15%       20%        18%

Net Assets, End of Period (in thousands)             $105,085   $98,618    $71,970

(1) Six months ended September 30, 2008 (unaudited).

(2) May 12, 2006 (fund inception) through March 31, 2007.

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

(4) 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.

(5) Annualized.

See Notes to Financial Statements.


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25


NT Mid Cap Value

For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                                     2008(1)       2008    2007(2)

PER-SHARE DATA

Net Asset Value, Beginning of Period                   $9.04     $11.28     $10.00
                                                    --------   --------   --------
Income From Investment Operations

 Net Investment Income (Loss)                        0.09(3)    0.16(3)       0.14

 Net Realized and Unrealized Gain (Loss)              (0.20)     (1.29)       1.44
                                                    --------   --------   --------
 Total From Investment Operations                     (0.11)     (1.13)       1.58
                                                    --------   --------   --------
Distributions

 From Net Investment Income                           (0.09)     (0.15)     (0.12)

 From Net Realized Gains                                  --     (0.96)     (0.18)
                                                    --------   --------   --------
 Total Distributions                                  (0.09)     (1.11)     (0.30)
                                                    --------   --------   --------
Net Asset Value, End of Period                         $8.84      $9.04     $11.28
                                                    ========   ========   ========

TOTAL RETURN(4)                                      (1.27)%   (10.79)%     16.03%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets   0.81%(5)      0.80%   0.80%(5)

Ratio of Net Investment Income (Loss) to Average
Net Assets                                          2.03%(5)      1.48%   1.55%(5)

Portfolio Turnover Rate                                  84%       208%       203%

Net Assets, End of Period (in thousands)             $48,644    $45,832    $33,375

(1) Six months ended September 30, 2008 (unaudited).

(2) May 12, 2006 (fund inception) through March 31, 2007.

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

(4) 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.

(5) Annualized.

See Notes to Financial Statements.


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26


APPROVAL OF MANAGEMENT AGREEMENTS
NT Large Company Value and NT Mid Cap Value

Under Section 15(c) of the Investment Company Act, contracts for investment
advisory services are required to be reviewed, evaluated and approved by a
majority of a fund's independent directors or trustees (the "Directors") each
year. At American Century Investments, this process is referred to as the
"15(c) Process." As a part of this process, the board reviews fund
performance, shareholder services, audit and compliance information, and a
variety of other reports from the advisor concerning fund operations. In
addition to this annual review, the board of directors oversees and evaluates
on a continuous basis at its quarterly meetings the nature and quality of
significant services performed by the advisor, fund performance, audit and
compliance information, and a variety of other reports relating to fund
operations. The board, or committees of the board, also holds special meetings
as needed.

Under a Securities and Exchange Commission rule, each fund is required to
disclose in its annual or semiannual report, as appropriate, the material
factors and conclusions that formed the basis for the board's approval or
renewal of any advisory agreements within the fund's most recently completed
fiscal half-year period.

ANNUAL CONTRACT REVIEW PROCESS

As part of the annual 15(c) Process undertaken during the most recent fiscal
half-year period, the Directors reviewed extensive data and information
compiled by the advisor and certain independent providers of evaluative data
(the "15(c) Providers") concerning NT Large Company Value and NT Mid Cap Value
(the "funds") and the services provided to the funds under the management
agreement. The information considered and the discussions held at the meetings
included, but were not limited to:

* the nature, extent and quality of investment management, shareholder
services and other services provided to the funds;

* reports on the wide range of programs and services the advisor provides to
the funds and its shareholders on a routine and non-routine basis;

* information about the compliance policies, procedures, and regulatory
experience of the advisor;

* data comparing the cost of owning the funds to the cost of owning similar
funds;

* data comparing the funds' performance to appropriate benchmarks and/or a
peer group of other mutual funds with similar investment objectives and
strategies;

* financial data showing the profitability of the funds to the advisor and the
overall profitability of the advisor; and

* data comparing services provided and charges to other investment management
clients of the advisor.

In keeping with its practice, the funds' board of directors held two in-person
meetings and one telephonic meeting to review and discuss the information
provided. The board also had the benefit of the advice of its independent
counsel throughout the period.

FACTORS CONSIDERED

The Directors considered all of the information provided by the advisor, the
15(c) Providers, and the board's independent counsel, and evaluated such
information for each fund for which the board has responsibility. In
connection with their review of


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27


the fund, the Directors did not identify any single factor as being
all-important or controlling, and each Director may have attributed different
levels of importance to different factors. In deciding to renew the management
agreement under the terms ultimately determined by the board to be
appropriate, the Directors' decision was based on the following factors.

NATURE, EXTENT AND QUALITY OF SERVICES -- GENERALLY. Under the management
agreement, the advisor is responsible for providing or arranging for all
services necessary for the operation of the funds. The board noted that under
the management agreement, the advisor provides or arranges at its own expense
a wide variety of services including:

* fund construction and design

* portfolio security selection

* initial capitalization/funding

* securities trading

* custody of fund assets

* daily valuation of the funds' portfolio

* shareholder servicing and transfer agency, including shareholder
confirmations, recordkeeping and communications

* legal services

* regulatory and portfolio compliance

* financial reporting

* marketing and distribution

The Directors noted that many of the services provided by the advisor have
expanded over time both in terms of quantity and complexity in response to
shareholder demands, competition in the industry and the changing regulatory
environment. In performing their evaluation, the Directors considered
information received in connection with the annual review, as well as
information provided on an ongoing basis at their regularly scheduled board
and committee meetings.

INVESTMENT MANAGEMENT SERVICES. The nature of the investment management
services provided to the funds is quite complex and allows fund shareholders
access to professional money management, instant diversification of their
investments and liquidity. In evaluating investment performance, the board
expects the advisor to manage the funds in accordance with its investment
objectives and approved strategies. In providing these services, the advisor
utilizes teams of investment professionals (portfolio managers, analysts,
research assistants, and securities traders) who require extensive information
technology, research, training, compliance and other systems to conduct their
business. At each quarterly meeting the Directors review investment
performance information for the funds, together with comparative information
for appropriate benchmarks and peer groups of funds managed similarly to the
funds. The Directors also review detailed performance information during the
15(c) Process comparing the funds' performance with that of similar funds not
managed by the


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28


advisor. If performance concerns are identified, the Directors discuss with
the advisor the reasons for such results (e.g., market conditions, security
selection) and any efforts being undertaken to improve performance. NT Mid Cap
Value's performance was above the median for its peer group for the three-year
period and below the median for the one-year period. NT Large Company Value's
performance fell below the median for its peer group for both the one- and
three-year periods during the past year. The board discussed the fund's
performance with the advisor and was satisfied with the efforts being
undertaken by the advisor. The board will continue to monitor these efforts
and the performance of the fund. More detailed information about the funds'
performance can be found in the PERFORMANCE and PORTFOLIO COMMENTARY sections
of this report.

SHAREHOLDER AND OTHER SERVICES. The advisor provides the funds with a
comprehensive package of transfer agency, shareholder, and other services. The
Directors review reports and evaluations of such services at their regular
quarterly meetings, including the annual meeting concerning contract review,
and reports to the board. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the
shareholder and transfer agency services provided, staffing levels,
shareholder satisfaction (as measured by external as well as internal
sources), technology support, new products and services offered to fund
shareholders, securities trading activities, portfolio valuation services,
auditing services, and legal and operational compliance activities. Certain
aspects of shareholder and transfer agency service level efficiency and the
quality of securities trading activities are measured by independent third
party providers and are presented in comparison to other fund groups not
managed by the advisor.

COSTS OF SERVICES PROVIDED AND PROFITABILITY. The advisor provides detailed
information concerning its cost of providing various services to the funds,
its profitability in managing the funds, its overall profitability, and its
financial condition. The Directors have reviewed with the advisor the
methodology used to prepare this financial information. This financial
information regarding the advisor is considered in order to evaluate the
advisor's financial condition, its ability to continue to provide services
under the management agreement, and the reasonableness of the current
management fee. The board concluded that the advisor's profits were reasonable
in light of the services provided to the funds.

ETHICS. The Directors generally consider the advisor's commitment to providing
quality services to shareholders and to conducting its business ethically.
They noted that the advisor's practices generally meet or exceed industry best
practices.

ECONOMIES OF SCALE. The Directors review reports provided by the advisor on
economies of scale for the complex as a whole and the year-over-year changes
in revenue, costs, and profitability. The Directors concluded that economies
of scale are difficult to measure and predict with precision, especially on a
fund-by-fund basis. This analysis is also complicated by the additional
services and content provided by the advisor and its reinvestment in its
ability to provide and expand those services. Accordingly, the Directors also
seek to evaluate economies of scale by reviewing other information, such as
year-over-year profitability of the advisor generally, the profitability of
its management of the funds specifically, the expenses incurred by the advisor
in providing various functions to the funds, and the fees of competitive funds
not managed by the advisor. The Directors believe the advisor is appropriately
sharing economies of scale through its competitive fee structure, fee
breakpoints as the funds increase in size, and through reinvestment in its
business to provide shareholders additional content and services.


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29


COMPARISON TO OTHER FUNDS' FEES. The funds pay the advisor a single,
all-inclusive (or unified) management fee for providing all services necessary
for the management and operation of the funds, other than brokerage expenses,
taxes, interest, extraordinary expenses, and the fees and expenses of the
funds' independent directors (including their independent legal counsel).
Under the unified fee structure, the advisor is responsible for providing all
investment advisory, custody, audit, administrative, compliance,
recordkeeping, marketing and shareholder services, or arranging and
supervising third parties to provide such services. By contrast, most other
funds are charged a variety of fees, including an investment advisory fee, a
transfer agency fee, an administrative fee, distribution charges and other
expenses. Other than their investment advisory fees and Rule 12b-1
distribution fees, all other components of the total fees charged by these
other funds may be increased without shareholder approval. The board believes
the unified fee structure is a benefit to fund shareholders because it clearly
discloses to shareholders the cost of owning fund shares, and, since the
unified fee cannot be increased without a vote of fund shareholders, it shifts
to the advisor the risk of increased costs of operating the fund and provides
a direct incentive to minimize administrative inefficiencies. Part of the
Directors' analysis of fee levels involves reviewing certain evaluative data
compiled by a 15(c) Provider comparing the fund's unified fee to the total
expense ratio of other funds in the fund's peer group. The unified fee charged
to shareholders of each of the funds was below the median of the total expense
ratios of their respective peer groups. The board concluded that the
management fee paid by the funds to the advisor was reasonable in light of the
services provided to the funds.

COMPARISON TO FEES AND SERVICES PROVIDED TO OTHER CLIENTS OF THE ADVISOR. The
Directors also requested and received information from the advisor concerning
the nature of the services, fees, and profitability of its advisory services
to advisory clients other than the funds. They observed that these varying
types of client accounts require different services and involve different
regulatory and entrepreneurial risks than the management of the funds. The
Directors analyzed this information and concluded that the fees charged and
services provided to the funds were reasonable by comparison.

COLLATERAL BENEFITS DERIVED BY THE ADVISOR. The Directors reviewed information
from the advisor concerning collateral benefits it receives as a result of its
relationship with the funds. They concluded that the advisor's primary
business is managing mutual funds and it generally does not use the fund or
shareholder information to generate profits in other lines of business, and
therefore does not derive any significant collateral benefits from them. The
Directors noted that the advisor receives proprietary research from
broker-dealers that execute fund portfolio transactions and concluded that
this research is likely to benefit fund shareholders. The Directors also
determined that the advisor is able to provide investment management services
to certain clients other than the funds, at least in part, due to its existing
infrastructure built to serve the fund complex. The Directors concluded,
however, that the assets of those other clients are not material to the
analysis and, in any event, are included with the assets of the fund to
determine breakpoints in the funds' fee schedule, provided they are managed
using the same investment team and strategy.

CONCLUSIONS OF THE DIRECTORS

As a result of this process, the board, including all of the independent
directors, in the absence of particular circumstances and assisted by the
advice of legal counsel that is independent of the advisor, taking into
account all of the factors discussed above and the information provided by the
advisor concluded that the investment management agreement between the funds
and the advisor is fair and reasonable in light of the services provided and
should be renewed.


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30


ADDITIONAL INFORMATION

RETIREMENT ACCOUNT INFORMATION

As required by law, any distributions you receive from an IRA or certain
403(b), 457 and qualified plans [those not eligible for rollover to an IRA or
to another qualified plan] are subject to federal income tax withholding,
unless you elect not to have withholding apply. Tax will be withheld on the
total amount withdrawn even though you may be receiving amounts that are not
subject to withholding, such as nondeductible contributions. In such case,
excess amounts of withholding could occur. You may adjust your withholding
election so that a greater or lesser amount will be withheld.

If you don't want us to withhold on this amount, you must notify us to not
withhold the federal income tax. Even if you plan to roll over the amount you
withdraw to another tax-deferred account, the withholding rate still applies
to the withdrawn amount unless we have received notice not to withhold federal
income tax prior to the withdrawal. You may notify us in writing or in certain
situations by telephone or through other electronic means. You have the right
to revoke your withholding election at any time and any election you make may
remain in effect until revoked by filing a new election.

Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments
are not sufficient.

State tax will be withheld if, at the time of your distribution, your address
is within one of the mandatory withholding states and you have federal income
tax withheld. State taxes will be withheld from your distribution in
accordance with the respective state rules.

PROXY VOTING GUIDELINES

American Century Investment Management, Inc., the funds' investment advisor,
is responsible for exercising the voting rights associated with the securities
purchased and/or held by the funds. A description of the policies and
procedures the advisor uses in fulfilling this responsibility is available
without charge, upon request, by calling 1-800-345-2021. It is also available
on American Century Investments' website at americancentury.com and on the
Securities and Exchange Commission's website at sec.gov. Information regarding
how the investment advisor voted proxies relating to portfolio securities
during the most recent 12-month period ended June 30 is available on the
"About Us" page at americancentury.com. It is also available at sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The funds file their complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third quarters of
each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's
website at sec.gov, and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make
their complete schedule of portfolio holdings for the most recent quarter of
their fiscal year available on their website at americancentury.com and, upon
request, by calling 1-800-345-2021.


------
31


INDEX DEFINITIONS

The following indices are used to illustrate investment market, sector, or
style performance or to serve as fund performance comparisons. They are not
investment products available for purchase.

The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index
created by Frank Russell Company to measure the performance of the 1,000
largest publicly traded U.S. companies, based on total market capitalization.

The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with higher price-to-book ratios and higher
forecasted growth values.

The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000
Index companies (the 1,000 largest publicly traded U.S. companies, based on
total market capitalization) with lower price-to-book ratios and lower
forecasted growth values.

The RUSSELL 2000® INDEX is a market-capitalization weighted index created by
Frank Russell Company to measure the performance of the 2,000 smallest of the
3,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with higher price-to-book
ratios and higher forecasted growth values.

The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000
Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the
1,000 largest publicly traded U.S. companies, based on total market
capitalization.

The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values.

The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell
Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded
U.S. companies, based on total market capitalization) with lower price-to-book
ratios and lower forecasted growth values.

The S&P 500 INDEX is a market value-weighted index of the stocks of 500
publicly traded U.S. companies chosen for market size, liquidity, and industry
group representation that are considered to be leading firms in dominant
industries. Each stock's weight in the index is proportionate to its market
value. Created by Standard & Poor's, it is considered to be a broad measure of
U.S. stock market performance.


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32


[back cover]

[american century investments logo and text logo ®]

CONTACT US

AMERICANCENTURY.COM

AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . .        1-800-345-8765

INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . .        1-800-345-2021 or
                                                                816-531-5575

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED
RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . .        1-800-345-3533

BANKS AND TRUST COMPANIES, BROKER-DEALERS,
FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . .        1-800-345-6488

TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . .        1-800-634-4113

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

INVESTMENT ADVISOR:
American Century Investment Management, Inc.
Kansas City, Missouri

This report and the statements it contains are submitted for the general
information of our shareholders. The report is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.

American Century Investment Services, Inc., Distributor

©2008 American Century Proprietary Holdings, Inc. All rights reserved.

0811
CL-SAN-61609N






ITEM 2. CODE OF ETHICS.

Not applicable for semiannual report filings.



ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semiannual report filings.



ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semiannual report filings.



ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.



ITEM 6. INVESTMENTS.

(a)  The  schedule  of  investments  is  included  as  part  of  the  report  to
     stockholders filed under Item 1 of this Form.

(b)  Not applicable.


ITEM 7.  DISCLOSURE  OF PROXY VOTING  POLICIES  AND  PROCEDURES  FOR  CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.



ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.



ITEM 9.  PURCHASES OF EQUITY  SECURITIES  BY  CLOSED-END  MANAGEMENT  INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.



ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the reporting period, there were no material changes to the procedures by
which shareholders may recommend nominees to the registrant's board.



ITEM 11. CONTROLS AND PROCEDURES.

(a)  The  registrant's  principal  executive  officer  and  principal  financial
     officer  have  concluded  that the  registrant's  disclosure  controls  and
     procedures (as defined in Rule 30a-3(c) under the Investment Company Act of
     1940)  are  effective  based on their  evaluation  of  these  controls  and
     procedures as of a date within 90 days of the filing date of this report.

(b)  There were no changes in the  registrant's  internal control over financial
     reporting (as defined in Rule 30a-3(d) under the Investment  Company Act of
     1940) that occurred  during the  registrant's  second fiscal quarter of the
     period  covered  by this  report  that  have  materially  affected,  or are
     reasonably likely to materially affect,  the registrant's  internal control
     over financial reporting.



ITEM 12. EXHIBITS.

(a)(1)   Not applicable for semiannual report filings.

(a)(2)   Separate certifications by the registrant's principal executive officer
         and  principal  financial  officer,  pursuant  to  Section  302  of the
         Sarbanes-Oxley  Act of 2002  and Rule  30a-2(a)  under  the  Investment
         Company  Act  of  1940,  are  filed  and  attached  hereto  as  Exhibit
         99.302CERT.

(a)(3)   Not applicable.

(b)      A certification by the registrant's  chief executive  officer and chief
         financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002, is furnished and attached hereto as Exhibit 99.906CERT.






                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


Registrant: AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


By:      /s/  Jonathan S. Thomas
         --------------------------------------------------
         Name:   Jonathan S. Thomas
         Title:  President


Date:    November 28, 2008



     Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



By:      /s/  Jonathan S. Thomas
         ---------------------------------------------------
         Name:   Jonathan S. Thomas
         Title:  President
                 (principal executive officer)


Date:    November 28, 2008



By:      /s/  Robert J. Leach
         ---------------------------------------------------
         Name:   Robert J. Leach
         Title:  Vice President, Treasurer, and
                 Chief Financial Officer
                 (principal financial officer)


Date:    November 28, 2008