BENHAM GOVERNMENT INCOME TRUST
N-30D, 1996-05-24
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                              BENHAM U.S. TREASURY
                             AND AGENCY BOND FUNDS
                                 -------------


                         Annual Report * March 31, 1996


                     [picture of the U.S. Capitol Building]


                      Short-Term Treasury and Agency Fund
                               Treasury Note Fund
                       Long-Term Treasury and Agency Fund

                        [company logo] The Benham Group
              Part of the Twentieth Century Family of Mutual Funds


<PAGE>



                         CONTENTS

   U.S. ECONOMIC REVIEW.................................. 1

   MARKET SUMMARY........................................ 2

   SHORT-TERM TREASURY AND AGENCY FUND
   Performance Information............................... 3
   Performance Comparison & Portfolio Information........ 4
   Management Discussion & Portfolio Composition......... 5
   Financial Highlights..................................22
   Financial Statements and Notes........................25
   Schedule of Investments...............................33

   TREASURY NOTE FUND
   Performance Information............................... 7
   Performance Comparison & Portfolio Information........ 8
   Management Discussion & Portfolio Composition......... 9
   Financial Highlights..................................23
   Financial Statements and Notes........................25
   Schedule of Investments...............................34

   LONG-TERM TREASURY AND AGENCY FUND
   Performance Information...............................11
   Performance Comparison & Portfolio Information........12
   Management Discussion & Portfolio Composition.........13
   Financial Highlights..................................24
   Financial Statements and Notes........................25
   Schedule of Investments...............................35

   INVESTMENT FUNDAMENTALS
   Definitions...........................................15
   Portfolio Sensitivity Measures........................17
   The Yield Curve.......................................18
   Yield Spreads and Callability.........................19



                              U.S. ECONOMIC REVIEW
                                 JAMES M. BENHAM    [photo of James
                             Chairman, Benham Funds    M. Benham]

Slow economic growth and low inflation characterized the U.S. economy in 1995,
leading to expectations for similar economic performance in 1996. The U.S.
economy grew at a 2% annual rate in 1995, the weakest yearly performance since
the 1991 recession. U.S. inflation was just 2.5% in 1995, the lowest annual rate
since 1986.

The Federal Reserve's (the Fed's) success in slowing the economy and inhibiting
inflation by raising short-term interest rates from February 1994 to February
1995 eventually led to a new interest rate strategy. The Fed reduced the federal
funds rate target from 6.00% to 5.75% in July 1995, then lowered it twice
more--to 5.50% in December 1995 and to 5.25% in January 1996. Slowing corporate
and government spending, declining auto sales and housing activity, and
poorer-than-expected holiday season retail sales seemed to indicate lower
interest rates in 1996 and a possible recession.

[bar graph on left side of page.  graph data described below]

Federal budget battles, which led to two government shutdowns, furthered the
cause of economic weakness. The shutdowns also delayed key economic reports,
causing confusion in the financial markets during the first quarter of 1996.
Amid the confusion and slow growth/low inflation expectations, the February
payroll employment report, showing the strongest job creation in 12 years,
exploded like a time bomb (see the graph above). It dashed hopes that the Fed
would cut interest rates at its policy meeting in March, triggering a bond
sell-off and higher interest rates.

The March payroll employment report and the government's estimate of first-
quarter U.S. economic growth were also unexpectedly strong. The strength of
these reports seems to indicate that the economy is picking up momentum, with no
immediate need for the Fed to reduce interest rates. Other signs of a stronger
economy include higher auto sales and factory orders, rising consumer confidence
and strong housing starts. But the economy still doesn't feel particularly
robust--layoffs are at historically high levels, wages are stagnant, capital
expenditures are slowing, and personal bankruptcies and loan delinquencies are
higher. Overall, we believe the evidence still suggests moderate economic growth
in 1996, with both growth and inflation around 3%.

[graph data]

U.S. Nonfarm Payroll Employment
(seasonally adjusted, in thousands)

     Three-Month Moving Average          Monthly  Change
J        292                                 186
F        232                                 313
M        226                                 179
A        167                                   8
M         42                                 -62
J         82                                 299
J         88                                  28
A        197                                 263
S        128                                  94
O        142                                  68
N        125                                 212
D        142                                 145
J         70                                -146
F        210                                 631
M        221                                 178
A        270                                   2

Source: Bloomberg Financial Markets


                                       1


                                 MARKET SUMMARY
                            U.S. TREASURY SECURITIES
          by Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT
FUNDAMENTALS SECTION (PAGES 15-19).

U.S. Treasury securities posted attractive returns during the fiscal year ended
March 31, 1996. One-year total returns for the period ranged from approximately
6% for short-term Treasuries to 20% for long-term Treasuries. These returns were
made even more attractive by the fact that inflation, the great eroder of bond
returns, never climbed higher than 3% during the period. That meant that "real"
bond returns (reported returns minus the inflation rate) were strongly positive
for the fiscal year.

[line graph on left side of page.  graph data described below.]

However, the attractive fiscal year total returns obscured the fact that market
conditions were much different in March 1996 than in March 1995. In 1995, U.S.
bonds rallied strongly in response to the slow economic growth and low inflation
described on page 1. The rally caused the Treasury yield curve* to shift lower
and flatten from March 1995 to January 1996 (see the accompanying graph). Total
returns of Treasuries for the one-year period ended January 31, 1996, ranged
from approximately 7% for short-term Treasuries to over 50% for long-term
Treasuries.

Then, in response to increasing supply (caused by Treasury auctions in February
and the unwinding of large currency trades involving Treasuries) and inflation
fears (caused by the unexpectedly strong economic reports described on page 1),
bond prices plunged in February and March. The bond sell-off caused the Treasury
yield curve to shift upward and steepen from January to March (see the graph
above). Treasury total returns for the three months ended March 31, 1996, ranged
from approximately flat to losses of over 15%. However, the strong gains in 1995
offset the first-quarter losses in the total returns for the fiscal year ended
March 31, 1996.

Bonds continued to suffer price declines in April. Factors that could cause
further bond losses include signs of economic strength, wage increases, higher
commodity prices, and increases in the supply of Treasury securities.
Furthermore, bonds aren't likely to receive any near-term assistance from the
Fed. We believe the Fed will hold monetary policy steady in response to recent
increases in economic activity and accompanying inflation fears.

[graph data]

The Shifting Treasury Yield Curve

         3/31/95      1/31/96       3/31/96

"1"      6.685%       5.044%        5.413%
"2"      6.811        5.099         5.794
"3"      6.932        5.22          5.906
         7.0085       5.303         6.003
"5"      7.085        5.386         6.1
         7.1095       5.45          6.147
         7.134        5.514         6.194
         7.158        5.5747        6.2397
         7.182        5.6353        6.2853
"10"     7.206        5.696         6.331
         7.2179       5.7166        6.3481
         7.2297       5.7371        6.3651
         7.2416       5.7577        6.3822
         7.2534       5.7782        6.3992
         7.2653       5.7988        6.4163
         7.2771       5.8193        6.4333
         7.289        5.8399        6.4504
         7.3008       5.8604        6.4674
         7.3127       5.881         6.4845
         7.3245       5.9015        6.5015
         7.3364       5.9221        6.5186
         7.3482       5.9426        6.5356
         7.3601       5.9632        6.5527
         7.3719       5.9837        6.5697
         7.3838       6.0043        6.5868
         7.3956       6.0248        6.6038
         7.4075       6.0454        6.6209
         7.4193       6.0659        6.6379
         7.4312       6.0865        6.655
"30"     7.443        6.107         6.672

Source: Bloomberg Financial Markets


                                       2


                        SHORT-TERM TREASURY & AGENCY FUND
                             PERFORMANCE INFORMATION
                        For Periods Ended March 31, 1996

     NET ASSET        30-DAY             AVERAGE ANNUAL TOTAL RETURNS
    VALUE RANGE         SEC       ---------------------------------------------
 (4/1/95-3/31/96)      YIELD      1 YEAR    3 YEARS   5 YEARS   LIFE OF FUND
                                  ---------------------------------------------
   $9.74-$10.00        5.02%       6.71%       4.22%       N/A       4.35%

The Fund commenced operations on September 8, 1992.

PLEASE NOTE: Yields and total returns are based on historical Fund performance
and do not guarantee future results. The Fund's share price, yields and total
returns will vary, so that shares, when redeemed, may be worth more or less than
their original cost.

                             PERFORMANCE DEFINITIONS

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements. 

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 21.

DIVIDENDS: All income dividends distributed by the Fund during the fiscal year
ended March 31, 1996, came from net income on direct investments in U.S.
Treasury and agency securities. Interest income from these securities is not
subject to state and local taxes in many states.

                         ONE-YEAR TOTAL RETURN BREAKDOWN
                       For the Period Ended March 31, 1996

             % FROM            % FROM ASSET            ONE-YEAR
             INCOME      +     APPRECIATION      =   TOTAL RETURN

              5.40%      +         1.31%         =       6.71%


                                       3


                        SHORT-TERM TREASURY & AGENCY FUND
                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 9/30/92 in the Fund and
      in the Lehman Brothers, Inc. 1- to 3-Year Government Securities Index

[line graph]
                  Index               Fund
Sep-92           $10,000            $10,000
Oct-92             9,943              9,930
Nov-92             9,928              9,895
Dec-92            10,021              9,992
Jan-93            10,126             10,110
Feb-93            10,206             10,205
Mar-93            10,238             10,247
Apr-93            10,300             10,312
May-93            10,275             10,280
Jun-93            10,352             10,355
Jul-93            10,374             10,365
Aug-93            10,460             10,449
Sep-93            10,494             10,479
Oct-93            10,517             10,486
Nov-93            10,519             10,485
Dec-93            10,561             10,524
Jan-94            10,626             10,586
Feb-94            10,561             10,520
Mar-94            10,508             10,468
Apr-94            10,468             10,425
May-94            10,482             10,445
Jun-94            10,509             10,465
Jul-94            10,603             10,549
Aug-94            10,638             10,573
Sep-94            10,614             10,552
Oct-94            10,638             10,575
Nov-94            10,593             10,524
Dec-94            10,614             10,540
Jan-95            10,758             10,671
Feb-95            10,904             10,817
Mar-95            10,965             10,871
Apr-95            11,063             10,953
May-95            11,252             11,123
Jun-95            11,313             11,186
Jul-95            11,358             11,217
Aug-95            11,426             11,282
Sep-95            11,482             11,333
Oct-95            11,577             11,421
Nov-95            11,676             11,506
Dec-95            11,763             11,587
Jan-96            11,863             11,663
Feb-96            11,817             11,626
Mar-96            11,809             11,600

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Lehman Brothers, Inc. One- to Three-Year Government Securities Index, over the
life of the Fund. Although the investment characteristics of the Index are
similar to those of the Fund, the securities owned by the Fund and those
composing the Index are likely to be different, and securities that the Fund and
the Index have in common are likely to have different weightings in the
respective portfolios. Investors cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on average annual total
returns for the periods ended 3/31/96 for the funds in Lipper's "Short U.S.
Treasury Funds" category.

                              1 YEAR        3 YEARS        LIFE OF FUND+

   The Fund:                  6.71%         4.22%          4.33%
   Category Average:          7.35%         4.39%          4.42%
   The Fund`s Ranking:        18 out of 22  8 out of 11    6 out of 8

 + from September 30, 1992, to March 31, 1996

Total returns are based on historical performance and do not guarantee future
results.

                            KEY PORTFOLIO STATISTICS

                                    3/31/96             9/30/95

         Market Value:              $34,670,156         $35,029,918
         Number of Issues:          6                   7
         Average Coupon:            6.45%               6.15%
         Average Maturity:          1.80 years          1.84 years
         Average Duration:          1.67 years          1.63 years

For definitions of these terms, see page 16.


                                       4


                        SHORT-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
         with Dave Schroeder, Vice President & Senior Portfolio Manager+

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT
FUNDAMENTALS SECTION (PAGES 15-19).

Q:       How did the Fund perform?

A:       The Fund benefited from the bond rally that began in 1995 and lasted
         through January 1996, but its performance lagged behind the average of
         its Lipper category. For the fiscal year ended March 31, 1996, the
         Fund's total return was 6.71%, which was 64 basis points* lower than
         the 7.35% average total return for the 22 funds in Lipper's "Short U.S.
         Treasury Funds" category over the same period (see the Lipper
         Performance Comparison on page 4).

         We believe the Fund underperformed the Lipper average over the fiscal
         year because it is positioned more conservatively than most of the
         funds in its category. The Fund's average maturity* typically floats
         around two years, while many of the other funds have average maturities
         of about three years. As a result, the Fund tends to outperform the
         category average in a declining market (such as the one that occurred
         in February and March 1996), but the Fund's return tends to lag behind
         the category average during market rallies, such as the one that
         prevailed during most of the Fund's fiscal year.

Q:       How did you position the Fund in response to the economic and market 
         conditions described on pages 1 and 2?

A:       We maintained a slightly defensive position because of lingering
         uncertainty about economic and inflationary conditions. By January,
         bond prices had risen higher than we believed either the fundamental
         economic data or the technical supply and demand factors warranted. At
         that time, we invested the majority of the Fund's assets in Treasury
         securities that matured in less than two years, which we felt were more
         appropriately priced. This allowed us to keep the Fund's duration* 5%
         shorter than the duration of its benchmark, the Lehman Brothers One- to
         Three-Year Government Securities Index.


+On March 1, 1996, Robert V. Gahagan assumed the day-to-day management of the
 Fund to allow Dave Schroeder to focus on managing Benham's intermediate and
 long-term U.S. government bond funds. The Benham Group and Twentieth Century
 Mutual Funds joined forces in June 1995. Mr. Gahagan joined Twentieth Century 
 in 1983 and is a vice president and portfolio manager of Twentieth Century's 
 money market funds and U.S. government bond funds. He holds a bachelor's degree
 in economics and an MBA from the University of Missouri-Kansas City.


                                       5

                        SHORT-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       The Fund no longer owned any agency securities at the end of the fiscal
         year. Why did you eliminate the Fund's agency position?

A:       At the end of September, 33.7% of the Fund's assets were invested in
         callable agency securities* (see the chart at the bottom of this page).
         These securities were bought at a discount and yielded 25-30 basis
         points more than comparable Treasury securities. However, in rising
         interest rate environments, the prices of callable agency securities
         fall faster than comparable U.S. Treasury securities. In January, when
         it appeared to us that the market environment was changing, we sold the
         agency securities.

Q:       What are your plans for the Fund over the next six months?

A:       Recent market conditions have placed downward price pressure on bonds,
         and increased supply from Treasury auctions could weigh heavily on the
         short-term market in the coming months. However, we think the bond
         market has already priced in the worst case scenarios for inflationary
         pressure and faster economic growth. We plan to maintain the Fund's
         defensive position until a clearer economic picture emerges. We believe
         that some of the strength in the economic data for the first quarter of
         1996 is payback for a weak fourth quarter in 1995. We also believe that
         signs of increasing inflationary pressures may be seasonal (particular
         to the first quarter) rather than lasting. If an economic slowdown
         occurs and/or the market rallies, we may reassess the Fund's position
         and slightly increase its duration from short to neutral.

         We also plan to focus on yield curve* positioning (where to buy on the
         yield curve, given its shape and location) and security selection.
         Recently, some of the yield levels that we considered buying
         opportunities in 1995 have reappeared. Specifically, two-year Treasury
         notes with yields in the 6.00%-6.15% range have become attractive.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

                    3/31/96                 9/30/95               
                    Treasury Notes: 100%    Treasury Notes: 66.3% 
                                            Agency Notes: 33.7%   

For definitions of these security types, see page 15. 
The composition of the Fund's portfolio may change over time.


                                       6


                               TREASURY NOTE FUND
                             PERFORMANCE INFORMATION
                        For Periods Ended March 31, 1996

     NET ASSET        30-DAY             AVERAGE ANNUAL TOTAL RETURNS
    VALUE RANGE         SEC       ------------------------------------------
 (4/1/95-3/31/96)      YIELD      1 YEAR      3 YEARS    5 YEARS    10 YEARS
                                  ------------------------------------------
   $10.01-$10.54       5.43%       8.42%       4.56%      7.14%       6.85%

The Fund commenced operations on May 16, 1980.

PLEASE NOTE: Yields and total returns are based on historical Fund performance
and do not guarantee future results. The Fund's share price, yields and total
returns will vary, so that shares, when redeemed, may be worth more or less than
their original cost.

                             PERFORMANCE DEFINITIONS

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements. 

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 22. 

DIVIDENDS: All income dividends distributed by the Fund during the fiscal year
ended March 31, 1996, came from net income on direct investments in U.S.
Treasury securities. Interest income from these securities is not subject to
state and local taxes in many states.

                         ONE-YEAR TOTAL RETURN BREAKDOWN
                       For the Period Ended March 31, 1996

             % FROM            % FROM ASSET            ONE-YEAR
             INCOME      +     APPRECIATION      =   TOTAL RETURN

              5.66%      +         2.76%         =       8.42%

 
                                       7


                               TREASURY NOTE FUND
                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 3/31/86 in the Fund and
    in the Merrill Lynch 1- to 10-Year Intermediate-Term U.S. Treasury Index

[line graph]
                  Index               Fund
Mar-86           $10,000            $10,000
Apr-86            10,060             10,030
May-86             9,919              9,708
Jun-86            10,162             10,051
Jul-86            10,292             10,180
Aug-86            10,526             10,501
Sep-86            10,427             10,294
Oct-86            10,555             10,454
Nov-86            10,661             10,601
Dec-86            10,681             10,604
Jan-87            10,772             10,719
Feb-87            10,835             10,778
Mar-87            10,790             10,660
Apr-87            10,613             10,287
May-87            10,603             10,205
Jun-87            10,724             10,316
Jul-87            10,744             10,259
Aug-87            10,713             10,154
Sep-87            10,572              9,916
Oct-87            10,905             10,335
Nov-87            10,965             10,352
Dec-87            11,068             10,487
Jan-88            11,347             10,870
Feb-88            11,466             11,001
Mar-88            11,416             10,832
Apr-88            11,401             10,765
May-88            11,338             10,683
Jun-88            11,522             10,890
Jul-88            11,494             10,823
Aug-88            11,503             10,820
Sep-88            11,702             11,020
Oct-88            11,861             11,178
Nov-88            11,759             11,046
Dec-88            11,769             11,038
Jan-89            11,885             11,147
Feb-89            11,836             11,079
Mar-89            11,894             11,133
Apr-89            12,114             11,319
May-89            12,369             11,565
Jun-89            12,684             11,876
Jul-89            12,943             12,130
Aug-89            12,763             11,922
Sep-89            12,827             11,970
Oct-89            13,090             12,218
Nov-89            13,218             12,318
Dec-89            13,252             12,355
Jan-90            13,176             12,279
Feb-90            13,209             12,313
Mar-90            13,235             12,315
Apr-90            13,189             12,257
May-90            13,468             12,526
Jun-90            13,643             12,691
Jul-90            13,839             12,876
Aug-90            13,779             12,816
Sep-90            13,905             12,941
Oct-90            14,098             13,119
Nov-90            14,309             13,316
Dec-90            14,511             13,492
Jan-91            14,658             13,614
Feb-91            14,735             13,676
Mar-91            14,815             13,742
Apr-91            14,969             13,885
May-91            15,053             13,957
Jun-91            15,069             13,954
Jul-91            15,232             14,099
Aug-91            15,516             14,385
Sep-91            15,780             14,619
Oct-91            15,959             14,798
Nov-91            16,146             14,970
Dec-91            16,540             15,346
Jan-92            16,373             15,169
Feb-92            16,435             15,197
Mar-92            16,369             15,106
Apr-92            16,518             15,266
May-92            16,754             15,496
Jun-92            16,996             15,720
Jul-92            17,312             16,026
Aug-92            17,512             16,199
Sep-92            17,754             16,443
Oct-92            17,536             16,228
Nov-92            17,458             16,133
Dec-92            17,688             16,353
Jan-93            18,019             16,668
Feb-93            18,288             16,902
Mar-93            18,357             16,973
Apr-93            18,502             17,101
May-93            18,447             17,034
Jun-93            18,717             17,297
Jul-93            18,755             17,314
Aug-93            19,042             17,575
Sep-93            19,124             17,639
Oct-93            19,157             17,667
Nov-93            19,065             17,572
Dec-93            19,140             17,646
Jan-94            19,330             17,830
Feb-94            19,055             17,553
Mar-94            18,789             17,286
Apr-94            18,661             17,150
May-94            18,681             17,157
Jun-94            18,694             17,158
Jul-94            18,926             17,364
Aug-94            18,985             17,427
Sep-94            18,832             17,294
Oct-94            18,837             17,286
Nov-94            18,743             17,189
Dec-94            18,814             17,233
Jan-95            19,126             17,496
Feb-95            19,492             17,808
Mar-95            19,599             17,898
Apr-95            19,824             18,089
May-95            20,390             18,565
Jun-95            20,523             18,688
Jul-95            20,537             18,686
Aug-95            20,705             18,851
Sep-95            20,845             18,957
Oct-95            21,079             19,180
Nov-95            21,342             19,398
Dec-95            21,559             19,594
Jan-96            21,744             19,745
Feb-96            21,500             19,528
Mar-96            21,397             19,405

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based market index, the
Merrill Lynch One- to Ten-Year Intermediate-Term U.S. Treasury Index, over 10
years. Although the investment characteristics of the Index are similar to those
of the Fund, the securities owned by the Fund and those composing the Index are
likely to be different, and securities that the Fund and the Index have in
common are likely to have different weightings in the respective portfolios.
Investors cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on AVERAGE ANNUAL TOTAL
RETURNS for the periods ended 3/31/96 for the funds in Lipper's "Intermediate
U.S. Treasury Funds" category.

                           1 YEAR        3 YEARS       5 YEARS      10 YEARS

The Fund:                  8.42%         4.56%         7.14%        6.85%
Category Average:          9.18%         4.63%         7.15%        6.85%
The Fund`s Ranking:        11 out of 12  6 out of 8    4 out of 5   1 out of 1

Total returns are based on historical performance and do not guarantee future 
results.

                            KEY PORTFOLIO STATISTICS

                                    3/31/96             9/30/95

         Market Value:              $306,236,678        $304,340,348
         Number of Issues:          10                  13
         Average Coupon:            6.89%               6.89%
         Average Maturity:          3.80 years          3.69 years
         Average Duration:          3.08 years          3.02 years

For definitions of these terms, see page 16.


                                       8


                               TREASURY NOTE FUND
                              MANAGEMENT DISCUSSION
         with Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT
FUNDAMENTALS SECTION (PAGES 15-19).

Q:       How did the Fund perform?

A:       The Fund benefited from the bond rally that began in 1995 and lasted
         through January 1996, but the Fund's performance lagged behind the
         average of its Lipper category. For the fiscal year ended March 31,
         1996, the Fund's total return was 8.42%, which was 76 basis points*
         lower than the 9.18% average total return for the 12 funds in Lipper's
         "Intermediate U.S. Treasury Funds" category over the same period (see
         the Lipper Performance Comparison on page 8).

         We believe the Fund underperformed the Lipper average over the fiscal
         year because it is positioned more conservatively than most of the
         funds in its category. The Fund's average maturity* typically floats
         around four years, while many of the other funds have average
         maturities of five to ten years. As a result, the Fund tends to
         outperform the category average in a declining market (such as the one
         that occurred in February and March 1996), but the Fund's return tends
         to lag behind the category average during market rallies, such as the
         one that prevailed during most of the Fund's fiscal year.

Q:       How did you position the Fund in response to the economic and market 
         conditions described on pages 1 and 2?

A:       To take advantage of the flattening yield curve* during the bond rally,
         we employed a barbell portfolio structure* until mid-October. At that
         point, when the yield curve had flattened significantly, we began to
         unwind the barbell. By December, the yield spread between the two-year
         Treasury note and the 30-year Treasury bond had fallen to around 70
         basis points, and we decided to remove the remainder of the barbell.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                      3/31/96                  9/30/95           
                      10-30 Years: 3.4%        0-3 Years: 47.2%  
                      5-7 Years: 17.4%         3-5 Years: 33.8%  
                      3-5 Years: 47.5%         5-7 Years: 6.3%   
                      0-3 Years: 31.7%         7-10 Years: 7.8%  
                                               10-30 Years: 4.9% 

The Fund invests primarily in U.S. Treasury notes. The Fund's weighted average
portfolio maturity is typically one to ten years. 

The composition of the Fund's portfolio may change over time.


                                       9


                              TREASURY NOTE FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)
  
         In February, as interest rates moved higher and the yield curve
         steepened, we implemented a bullet portfolio structure* by selling one-
         and ten-year Treasury notes. These securities were replaced with
         Treasury notes with maturities of approximately 4.5 years. This bullet
         structure tends to outperform a barbell structure when the yield curve
         is moving from flat to steep. We also maintained a neutral position for
         the Fund by keeping its duration* close to the three-year duration of
         its benchmark, the Merrill Lynch One- to Ten-Year Intermediate-Term
         U.S. Treasury Index.

Q:       What are your plans for the Fund over the next six months?

A:       We plan to maintain the Fund's current duration and bullet portfolio
         structure until the next significant change in the yield curve. As the
         yield curve has steepened and interest rates have moved higher,
         intermediate-term Treasuries have become more attractively priced than
         short- and long-term Treasuries. We are currently overweighted in
         three- and five-year Treasuries because we believe that these
         securities offer the best value and will outperform other maturity
         sectors should the bond market stabilize or rally.

         We also plan to focus on yield curve positioning (where to buy on the
         yield curve, given its shape and location) and security selection.
         Recently, some of the yield levels that we considered buying
         opportunities in 1995 have reappeared. Specifically, if five-year
         Treasury note yields rise to 6.50%-6.75% and ten-year Treasury note
         yields rise to 7.00%, we will probably trade some of the Fund's
         shorter-maturity holdings for longer-maturity securities to extend the
         Fund's duration.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

                   3/31/96                  9/30/95              
                   Treasury Notes: 96.6%    Treasury Notes: 95.1%
                   Treasury Bonds:: 3.4%    Treasury Bonds: 3.5% 
                                            STRIPS: 1.4%         
                         
For definitions of these security types, see page 15. 

The composition of the Fund's portfolio may change over time.


                                       10


                        LONG-TERM TREASURY & AGENCY FUND
                             PERFORMANCE INFORMATION
                        For Periods Ended March 31, 1996

     NET ASSET        30-DAY             AVERAGE ANNUAL TOTAL RETURNS
    VALUE RANGE         SEC       --------------------------------------------
 (4/1/95-3/31/96)      YIELD      1 YEAR    3 YEARS    5 YEARS   LIFE OF FUND
                                  --------------------------------------------
   $9.10-$10.55        6.18%       13.46%     6.42%      N/A         7.26%

The Fund commenced operations on September 8, 1992.

PLEASE NOTE: Yields and total returns are based on historical Fund performance
and do not guarantee future results. The Fund's share price, yields and total
returns will vary, so that shares, when redeemed, may be worth more or less than
their original cost.

                             PERFORMANCE DEFINITIONS

NET ASSET VALUE (NAV) RANGE indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

YIELDS are a way of showing the rate of income the Fund earns on its investments
as a percentage of its share price. The 30-DAY SEC YIELD represents net
investment income earned by the Fund over a 30-day period, expressed as an
annualized percentage rate based on the Fund's share price at the end of the
30-day period. The SEC yield should be regarded as an estimate of the Fund's
rate of investment income, and it may not equal the Fund's actual income
distribution rate, the income paid to a shareholder's account, or the income
reported in the Fund's financial statements. 

TOTAL RETURN figures show the overall dollar or percentage change in the value
of a hypothetical investment in the Fund and assume that all of the Fund's
distributions are reinvested. AVERAGE ANNUAL TOTAL RETURNS illustrate the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's performance had been constant over the entire period.
Average annual total returns smooth out variations in a fund's return; they are
not the same as year-by-year results. For fiscal year-by-year total returns,
please refer to the Fund's "Financial Highlights" on page 23.

DIVIDENDS: All income dividends distributed by the Fund during the fiscal year
ended March 31, 1996, came from net income on direct investments in U.S.
Treasury and agency securities. Interest income from these securities is not
subject to state and local taxes in many states.

                         ONE-YEAR TOTAL RETURN BREAKDOWN
                       For the Period Ended March 31, 1996

             % FROM            % FROM ASSET            ONE-YEAR
             INCOME      +     APPRECIATION      =   TOTAL RETURN

              6.16%      +         7.30%         =      13.46%


                                       11


                        LONG-TERM TREASURY & AGENCY FUND
                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 9/30/92 in the Fund and
       in the Lehman Brothers, Inc. Long-Term Government Securities Index

[line graph]
                  Index               Fund
Sep-92           $10,000            $10,000
Oct-92             9,790              9,774
Nov-92             9,835              9,854
Dec-92            10,108             10,110
Jan-93            10,396             10,385
Feb-93            10,749             10,773
Mar-93            10,775             10,767
Apr-93            10,855             10,828
May-93            10,891             10,852
Jun-93            11,354             11,320
Jul-93            11,544             11,538
Aug-93            12,020             12,080
Sep-93            12,059             12,114
Oct-93            12,148             12,221
Nov-93            11,834             11,877
Dec-93            11,870             11,894
Jan-94            12,154             12,184
Feb-94            11,656             11,605
Mar-94            11,143             11,076
Apr-94            11,010             10,895
May-94            10,934             10,790
Jun-94            10,827             10,693
Jul-94            11,198             11,015
Aug-94            11,111             10,972
Sep-94            10,760             10,619
Oct-94            10,720             10,585
Nov-94            10,788             10,646
Dec-94            10,953             10,794
Jan-95            11,237             11,047
Feb-95            11,558             11,344
Mar-95            11,659             11,436
Apr-95            11,865             11,622
May-95            12,780             12,480
Jun-95            12,929             12,634
Jul-95            12,720             12,406
Aug-95            13,005             12,666
Sep-95            13,247             12,910
Oct-95            13,616             13,261
Nov-95            13,965             13,588
Dec-95            14,338             13,952
Jan-96            14,333             13,929
Feb-96            13,638             13,246
Mar-96            13,369             12,975

Past performance does not guarantee future results.

This graph compares the Fund's performance with a broad-based index, the Lehman
Brothers, Inc. Long-Term Government Securities Index, over the life of the Fund.
Although the investment characteristics of the Index are similar to those of the
Fund, the securities owned by the Fund and those composing the Index are likely
to be different, and securities that the Fund and the Index have in common are
likely to have different weightings in the respective portfolios. Investors
cannot invest directly in the Index.

PLEASE NOTE: The line representing the Fund's total return includes operating
expenses (such as transaction costs and management fees) that reduce returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper Analytical Services (Lipper) is an independent mutual fund ranking
service located in Summit, NJ. Rankings are based on average annual total
returns for the periods ended 3/31/96 for the funds in Lipper's "General U.S.
Treasury Funds" category.

                              1 YEAR        3 YEARS        LIFE OF FUND+

   The Fund:                  13.46%        6.42%          7.72%
   Category Average:          10.94%        5.72%          6.68%
   The Fund`s Ranking:        5 out of 16   3 out of 12    2 out of 10

+ from September 30, 1992, to March 31, 1996

Total returns are based on historical performance and do not guarantee future
results.

                            KEY PORTFOLIO STATISTICS

                                    3/31/96             9/30/95

         Market Value:              $108,726,780        $76,119,300
         Number of Issues:          9                   7
         Average Coupon:            8.79%               9.39%
         Average Maturity:          22.90 years         21.82 years
         Average Duration:          10.56 years         10.55 years

For definitions of these terms, see page 16.


                                       12


                        LONG-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
         with Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE: THE TERMS MARKED WITH AN ASTERISK (*) ARE DEFINED IN THE INVESTMENT
FUNDAMENTALS SECTION (PAGES 15-19).

Q:       How did the Fund perform?

A:       The Fund benefited from the bond rally that began in 1995 and lasted
         through January 1996, and it performed well compared with the average
         of its Lipper category. For the fiscal year ended March 31, 1996, the
         Fund's total return was 13.46%, compared to the 10.94% average total
         return for the 16 funds in Lipper's "General U.S. Treasury Funds"
         category over the same period (see the Lipper Performance Comparison on
         page 12).

         We believe the Fund outperformed the Lipper average over the fiscal
         year because its average maturity* is positioned more aggressively than
         that of other funds in its category. The Fund usually maintains an
         average maturity of 20 years or more, while the average maturity for
         the Lipper category is around 15 years. As a result, the Fund typically
         outperforms the Lipper category average during market rallies (such as
         in 1995), but the Fund's returns tend to lag behind the category
         average in declining markets, such as the one that occurred at the end
         of the fiscal year.

Q:       How did you position the Fund in response to the economic and market 
         conditions described on pages 1 and 2?

A:       We maintained our strategy of keeping the Fund's duration* close to the
         10.5-year duration of its benchmark, the Lehman Brothers Long-Term
         Government Securities Index. The Fund benefited from this positioning
         during the bond rally. Recently, the Treasury announced plans to
         auction more longer-term debt, which will likely increase the supply of
         long-term bonds and cause the Treasury yield curve* to steepen. In
         response, we employed a bullet portfolio structure,* a

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

                     3/31/96                 9/30/95            
                     10-20 Years: 24.4%      10-20 Years: 31.5% 
                     20-25 Years: 59.5%      20-25 Years: 58.3% 
                     25-30 Years: 16.1%      25-30 Years: 10.2% 
                        
The Fund invests exclusively in long-term U.S. Treasury and government agency
securities. The Fund's weighted average portfolio maturity is typically 20 to 30
years.

The composition of the Fund's portfolio may change over time.


                                       13


                        LONG-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

         favorable structure when the yield curve is moving from flat to steep.
         The Fund's portfolio is currently overweighted in Treasury bonds with
         15- to 20-year maturities.

Q:       In the Fund's 9/30/95 semiannual report, you discussed a 30-year agency
         bond that you had purchased in October. What happened to it?

A:       We sold the bond in February at a profit. The bond was issued by the
         Tennessee Valley Authority (TVA), and we had purchased it at a yield
         spread of 38 basis points* over comparable Treasury bonds. We believed
         that the TVA bond offered a reasonable yield advantage over Treasuries
         and provided the potential for price appreciation if yield spreads
         narrowed. We sold the bond after the yield spread narrowed to 22 basis
         points.

Q:       What are your plans for the Fund over the next six months?

A:       We plan to maintain the Fund's duration and bullet portfolio structure
         until the next significant change in the yield curve. As the yield
         curve has steepened and interest rates have moved higher,
         intermediate-term Treasuries have become more attractively priced than
         long-term Treasuries. We plan to maintain our underweighting in 25- to
         30-year Treasuries as long as shorter-term Treasuries remain
         attractive.

         We also plan to focus on yield curve positioning (where to buy on the
         yield curve, given its shape and location) and security selection.
         Recently, some of the yield levels that we considered buying
         opportunities in 1995 have reappeared. Specifically, if the yield of
         the 30-year Treasury bond rises to 7.00%-7.25%, we will probably trade
         some of the Fund's shorter-maturity holdings for longer-maturity
         securities to extend the Fund's duration.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

                   3/31/96                      9/30/95             
                   Treasury Bonds: 100%         Treasury Bonds: 100%
                           
For definitions of these security types, see page 15. 

The composition of the Fund's portfolio may change over time.

                                       14


                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS

SECURITY TYPES

Treasury Securities--debt securities issued by the U.S. Treasury and backed by
the direct "full faith and credit" pledge of the U.S. government. Treasury
securities include bills (maturing in one year or less), notes (maturing in two
to ten years) and bonds (maturing in more than ten years).

Government Agency Securities--debt securities issued by U.S. government agencies
(such as the Federal Farm Credit Bank and the Federal Home Loan Bank). Some
agency securities are backed by the full faith and credit of the U.S.
government, while others are guaranteed only by the issuing agency. Government
agency securities include discount notes (maturing in one year or less) and
medium-term notes, debentures and bonds (maturing in three months to 50 years).

STRIPS--zero-coupon bonds (zeros) issued by the U.S. Treasury and backed by the
direct "full faith and credit" pledge of the U.S. government. Unlike ordinary
Treasury securities, which pay interest periodically, zeros pay no interest.
Instead, these securities are issued at a deep discount and then redeemed for
their full face value at maturity. When held to maturity, the entire return of a
zero comes from the difference between its purchase price and its value at
maturity.

Structured Notes--a broad range of securities that fall under the general
definition of "derivatives." They are usually variations on traditional
securities, offering options such as floating rates (which are usually tied to
an underlying index, like the three-month Treasury bill rate or the federal
funds rate), call options (see page 19) or coupon "caps" and "floors" (maximum
and minimum interest rates on floating-rate securities). Structured notes run
the gamut from "safe" derivatives--conservative securities that closely resemble
traditional debt securities--to "risky" derivatives such as inverse floaters,
leveraged floaters and capped floaters.

INVESTMENT TERMS

Basis Points--A basis point equals one one-hundredth of a percentage point (or
0.01%). Therefore, 100 basis points equals one percentage point (or 1%). Basis
points are used to clearly describe interest rate changes. For example, if a
news report indicates that interest rates rose by 1%, does that mean 1% of the
previous rate or one percentage point? It is more accurate to state that
interest rates rose by 100 basis points.

Coupon--the stated interest rate of a security.


                                       15


                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS
                       (Continued from the previous page)

PORTFOLIO STATISTICS

Market Value--the market value of a fund's investments on a given date.

Number of Issues--the number of different securities issuances held by a fund on
a given date.

Average Coupon--a weighted average of all coupons held in a fund's portfolio.

Average Maturity--a weighted average of all bond maturities in a fund's
portfolio (see also page 17).

Average Duration--a weighted average of all bond durations in a fund's portfolio
(see also page 17).

BOND PORTFOLIO STRUCTURES

Barbell Structure--a structure that overweights a portfolio in short- and
long-term securities and underweights intermediate-term securities. This
structure tends to outperform a bullet structure when yield curves are moving
from steep to flat (short-term rates are rising faster than long-term rates, or
long-term rates are falling faster than short-term rates). In a rising interest
rate environment, the cash captures the higher short-term yields with little
price depreciation. In a declining interest rate environment, the cash provides
a relatively steady yield, while the long bonds produce more price appreciation
than intermediate-term securities.

Bullet Structure--a structure that clusters a portfolio's bond maturities around
a single maturity (usually an intermediate-term maturity). This structure tends
to outperform a barbell structure when the yield curve is moving from flat to
steep (long-term rates are rising faster than short-term rates, or short-term
rates are falling faster than long-term rates). In a rising interest rate
environment, intermediate-term securities experience significantly less price
depreciation than long-term securities. In a declining interest rate
environment, intermediate-term securities produce significantly more price
appreciation than short-term securities.

Ladder Structure--a balanced structure that staggers bond maturities so they
occur at regular intervals. This structure tends to be effective when interest
rates are relatively stable, and it provides a regular schedule of maturing
securities.


                                       16


                             INVESTMENT FUNDAMENTALS
                         PORTFOLIO SENSITIVITY MEASURES

DURATION

Duration measures the price sensitivity of a bond or bond fund to changes in
interest rates. Specifically, duration represents the approximate percentage
change in the price of a bond or bond fund if interest rates move up or down by
100 basis points (a basis point equals 0.01%). For example, as of March 31,
1996, the Short-Term Treasury and Agency Fund's duration was 1.7 years, while
the Long-Term Treasury and Agency Fund's duration was 10.6 years. If interest
rates were to rise by 100 basis points, the Short-Term Fund's share price would
be expected to decline by 1.7%, while the Long-Term Fund's share price would
decline by 10.6%. Conversely, if interest rates were to fall by 100 basis
points, the Short-Term Fund's share price would be expected to increase by 1.7%,
while the Long-Term Fund's share price would increase by 10.6%.

As this example illustrates, the longer the duration, the more bond or bond fund
prices will move in response to interest rate changes. Therefore, portfolio
managers generally want durations to be as long as possible when interest rates
fall (to maximize bond price increases) and as short as possible when interest
rates rise (to minimize bond price declines), taking into account the objectives
of the portfolio.

Duration, measured in years, also approximates (but understates) the weighted
average life of a bond or bond portfolio. To calculate duration, the future
interest and principal payments are added together and weighted in proportion to
their time value (early payments are valued more than later payments because
early payments can be reinvested and compound additional returns).

AVERAGE MATURITY

Average maturity is another measurement of the interest rate sensitivity of a
bond portfolio. Average maturity measures the average amount of time that will
pass until the securities in the portfolio mature. The longer a portfolio's
average maturity is, the more interest rate exposure and interest rate
sensitivity it has. For example, a portfolio with a ten-year average maturity
has much more potential exposure to interest rate changes than a portfolio with
a one-year average maturity.

Portfolio managers generally lengthen average maturities when interest rates
fall (to maximize exposure and capture as much price appreciation as possible)
and reduce average maturities when interest rates rise (to minimize exposure and
avoid as much price depreciation as possible), as long as this strategy is
compatible with the objectives of the portfolio. Reducing the average maturity
in a rising interest rate environment allows the portfolio manager to more
quickly reinvest matured assets in higher-yielding securities.


                                       17


                             INVESTMENT FUNDAMENTALS
                                 THE YIELD CURVE

One of the fundamental tenets of investing is the relationship between risks and
returns--the greater the risks, the greater the chances of earning higher
returns over time. The downside is the correspondingly higher potential for
short-term losses--an investment that generates a high return probably has a
greater likelihood of significant fluctuations in value or return, especially in
the short run.

Bonds are no exception. The riskiest bonds--those with the greatest exposure to
interest rate movements and price fluctuations--generally have the highest
yields and returns over time but can experience severe short-term losses. On the
other hand, bonds with less exposure to interest rate movements and less price
fluctuation generally have lower yields and returns but are more stable.

The yield curve is a graphic representation of the relationship between bond
risks and returns at a point in time. Yield curve graphs plot lengthening bond
maturities (which represent risk because longer maturities increase risk) along
the horizontal axis and rising yields (which represent return) on the vertical
axis. Therefore, the lower left corner of yield curve graphs have the lowest
risks and the lowest potential returns, while the upper right corners have the
highest risks and the highest potential returns.

Yield curves can have several different shapes, depending on interest rate
levels and the economic environment:

Normal (Upward Sloping) Yield Curve--a yield curve that shows a normal
risk/return relationship--short-term securities have lower yields than long-term
securities. Most normal yield curves start in the lower left corner of the graph
and rise to the upper right corner.

Steep Yield Curve--a normal yield curve that shows a large difference between
short-term yields and long-term yields. This typically occurs when the bond
market is responding to inflation fears (causing high long-term bond yields) and
the Fed hasn't raised short-term interest rates enough (or the economy hasn't
slowed down enough) to quell those fears.

Flat Yield Curve--a yield curve that shows short-term securities having almost
the same yields as long-term securities. This typically occurs after the Fed has
raised short-term interest rates several times (to fight inflation when the
economy is strong) or when the bond market expects the Fed to lower short-term
interest rates (in a weaker economic environment).

Inverted Yield Curve--a yield curve that shows short-term securities having
higher yields than long-term securities. This typically develops from a flat
yield curve if the Fed continues to raise short-term interest rates (when the
economy is strong) or if it fails to lower short-term rates when the market
expects it to do so (in a weaker economic environment).


                                       18


                             INVESTMENT FUNDAMENTALS
                          YIELD SPREADS AND CALLABILITY

Yield Spreads Between Government Agency and Treasury Securities

To determine whether or not to purchase government agency securities for the
Short-Term and Long-Term Treasury and Agency Funds, the Funds' portfolio manager
looks at the yield spreads between government agency securities and Treasury
securities. Yield spreads are the difference between the yields of Treasury and
agency securities with comparable maturities. Yield spreads are used to
determine the relative values of the different securities.

In general, agency securities have higher yields than Treasury securities with
comparable maturities because they have slightly more credit risk and are less
liquid than Treasury securities. When yield spreads are considered to be narrow
(i.e., agency securities yield little more than comparable Treasury securities),
the portfolio manager will tend to avoid agency securities because their yields
are not enough to compensate for the additional risk. Conversely, when yield
spreads are considered to be wide (i.e., agency securities yield substantially
more than comparable Treasury securities), the portfolio manager will tend to
buy agency securities because yields are high enough to compensate for the
additional risk. Wide yield spreads also enable the portfolio manager to enhance
the Funds' yields.

Callability of Treasury and Government Agency Securities

Some Treasury and government agency securities are callable, which means they
can be redeemed by the issuer before maturity. When interest rates fall, the
U.S. Treasury and government agencies find it financially rewarding to refinance
the bonds they've issued because they can reduce their monthly interest
payments. If a security is callable, the agency can exercise a "call" option at
a prearranged interval to refinance the security. Although calls are beneficial
for government agencies, they can be detrimental for investors--calls shorten
the life of a security and force the portfolio manager to reinvest in
lower-yielding securities. To compensate for the additional risks associated
with callability, yields for callable Treasury and agency securities are
generally higher than for noncallable Treasury and agency securities.


                                       19


                      [THIS PAGE INTENTIONALLY LEFT BLANK]


                                       20



INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Trustees
Benham Government Income Trust:

We have audited the accompanying statements of assets and liabilities, including
the schedules of investment securities, of Benham Short-Term Treasury and Agency
Fund, Benham Treasury Note Fund, and Benham Long-Term Treasury and Agency Fund
(three of the series comprising Benham Government Income Trust) (the Funds) as
of March 31, 1996, and the related statements of operations for the year then
ended, the statements of changes in net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the periods
presented. These financial statements and financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1996, by correspondence with the custodians and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Benham
Short-Term Treasury and Agency Fund, Benham Treasury Note Fund, and Benham
Long-Term Treasury and Agency Fund (three of the series comprising Benham
Government Income Trust) as of March 31, 1996, the results of their operations,
the changes in their net assets and the financial highlights for the periods
indicated above, in conformity with generally accepted accounting principles.

/s/KPMG Peat Marwick LLP

San Francisco, California
May 3, 1996


                                       21


<TABLE>
<CAPTION>
                                                 BENHAM SHORT-TERM TREASURY AND AGENCY FUND
                                                             FINANCIAL HIGHLIGHTS
                                For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

                                                                                  1996         1995         1994         1993+
                                                                                 ------       ------       ------       ------
PER-SHARE DATA
- ---------------
<S>                                                                               <C>           <C>          <C>         <C>  
NET ASSET VALUE AT BEGINNING OF PERIOD..........................................  $9.73         9.86         10.04       10.00
  Income From Investment Operations
  Net Investment Income.........................................................    .53          .50           .36         .25
  Net Realized and Unrealized Gains (Losses) on Investments.....................    .11         (.13)         (.14)        .04
                                                                                  -----        -----         -----       -----
    Total Income From Investment Operations.....................................    .64          .37           .22         .29
                                                                                  -----        -----         -----       -----
  Less Distributions
  Dividends from Net Investment Income..........................................   (.53)        (.50)         (.36)       (.25)
  Distributions from Net Realized Capital Gains.................................      0            0          (.03)          0
  Distributions in Excess of Net Realized Capital Gains.........................      0            0          (.01)          0
                                                                                  -----        -----         -----       -----
    Total Distributions.........................................................   (.53)        (.50)         (.40)       (.25)
                                                                                  -----        -----         -----       -----
NET ASSET VALUE AT END OF PERIOD................................................  $9.84         9.73          9.86       10.04
                                                                                  =====        =====         =====       =====
TOTAL RETURN*...................................................................   6.71%        3.85%         2.16%       2.79%
- ------------

SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period (in thousands)......................................$35,648       56,090        24,929      14,889
Ratio of Expenses to Average Daily Net Assets...................................    .67%         .67%          .58%          0%
Ratio of Net Investment Income to Average Daily Net Assets......................   5.39%        5.22%         3.53%       4.50%**
Portfolio Turnover Rate......................................................... 224.03%      140.82%       261.61%     157.79%

- -------------------
+  From September 8, 1992 (commencement of operations), through March 31, 1993.
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.
</TABLE>

See the accompanying notes to financial statements.

                                       22



<TABLE>
<CAPTION>
                                                         BENHAM TREASURY NOTE FUND
                                                            FINANCIAL HIGHLIGHTS
                                          For a Share Outstanding Throughout the Years Ended March 31

                                  1996       1995      1994       1993      1992      1991      1990       1989      1988      1987
                                 -----      -----     -----      -----     -----     -----     -----      -----     -----     -----
PER-SHARE DATA
- --------------
<S>                              <C>         <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>  
NET ASSET VALUE AT BEGINNING
  OF PERIOD....................  $9.99       10.18     10.73     10.52     10.23      9.87      9.63      10.11     10.91     11.97
  Income From Investment Operations
  Net Investment Income........    .58         .53       .48       .56       .69       .75       .77        .76       .75       .71
  Net Realized and Unrealized Gains
    (Losses) on Investments....    .25        (.19)     (.27)      .69       .29       .36       .24       (.49)     (.60)     (.08)
                                ------       -----     -----     -----     -----     -----     -----      -----     -----     -----
    Total Income From Investment
      Operations...............    .83         .34       .21      1.25       .98      1.11      1.01        .27       .15       .63
                                ------       -----     -----     -----     -----     -----     -----      -----     -----     -----
  Less Distributions
  Dividends from Net
    Investment Income..........   (.58)       (.53)     (.48)     (.56)     (.69)     (.75)     (.77)      (.75)     (.92)     (.89)
  Distributions from Net
    Realized Capital Gains.....      0           0      (.06)     (.48)        0         0         0          0      (.03)     (.80)
  Distributions in Excess of
    Net Realized Capital Gains.      0           0      (.22)        0         0         0         0          0         0         0

                                ------       -----     -----     -----     -----     -----     -----      -----     -----     -----
    Total Distributions........   (.58)       (.53)     (.76)    (1.04)     (.69)     (.75)     (.77)      (.75)     (.95)    (1.69)
                                ------       -----     -----     -----     -----     -----     -----      -----     -----     -----
NET ASSET VALUE AT END OF 
PERIOD......................... $10.24        9.99     10.18     10.73     10.52     10.23      9.87       9.63     10.11     10.91
                                ======       =====     =====     =====     =====     =====     =====      =====     =====     =====
TOTAL RETURN+..................   8.42%       3.54%     1.85%    12.36%     9.92%    11.59%    10.61%      2.78%     1.60%     6.60%
SUPPLEMENTAL DATA AND RATIOS
Net Assets at End of Period
  (in thousands)..............$311,020     305,353   351,369   391,538   302,865   158,630    96,978     71,625    54,172    43,271
Ratio of Expenses to
  Average Daily Net Assets.....    .53%        .53%      .51%      .53%      .59%      .73%      .75%       .75%      .75%      .93%
Ratio of Net Investment Income to
  Average Daily Net Assets.....   5.65%       5.35%     4.50%     5.18%     6.55%     7.49%     7.66%      7.67%     7.36%     6.26%
Portfolio Turnover Rate........ 167.89%      92.35%   212.91%   299.29%   148.75%    69.72%   216.84%    386.46%   465.35%   395.91%

- -------------------
+ Total return figures assume reinvestment of dividends and capital gain
  distributions. 
</TABLE>

See the accompanying notes to financial statements.


                                       23


<TABLE>
<CAPTION>
                                                     BENHAM LONG-TERM TREASURY AND AGENCY FUND
                                                                FINANCIAL HIGHLIGHTS
                                For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

                                                                                 1996         1995         1994         1993+
                                                                                ------       ------       ------       ------
PER-SHARE DATA
- ---------------
<S>                                                                              <C>           <C>          <C>         <C>  
NET ASSET VALUE AT BEGINNING OF PERIOD.........................................  $9.05         9.38         10.24       10.00
  Income From Investment Operations
  Net Investment Income........................................................    .60          .60           .63         .39
  Net Realized and Unrealized Gains (Losses) on Investments....................    .62         (.33)         (.27)        .24
                                                                                 -----        -----         -----       -----
    Total Income From Investment Operations....................................   1.22          .27           .36         .63
                                                                                 -----        -----         -----       -----
  Less Distributions
  Dividends from Net Investment Income.........................................   (.60)        (.60)         (.63)       (.39)
  Distributions from Net Realized Capital Gains................................      0            0          (.45)          0
  Distributions in Excess of Net Realized Capital Gains........................      0            0          (.14)          0
                                                                                 -----        -----         -----       -----
    Total Distributions........................................................   (.60)        (.60)        (1.22)       (.39)
                                                                                 -----        -----         -----       -----
NET ASSET VALUE AT END OF PERIOD...............................................  $9.67         9.05          9.38       10.24
                                                                                 =====        =====         =====       =====
TOTAL RETURN*..................................................................  13.46%        3.25%         2.87%       6.48%
- ------------

SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period (in thousands)....................................$110,741       34,906        18,003      20,975
Ratio of Expenses to Average Daily Net Assets..................................    .67%         .67%          .57%          0%
Ratio of Net Investment Income to Average Daily Net Assets.....................   5.93%        6.84%         5.89%       7.18%**
Portfolio Turnover Rate........................................................ 112.35%      146.81%       200.34%      56.97%

- -------------------
+  From September 8, 1992 (commencement of operations), through March 31, 1993.
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.
</TABLE>
   See the accompanying notes to financial statements.


                                       24


<TABLE>
<CAPTION>
                                             STATEMENTS OF ASSETS AND LIABILITIES
                                                          March 31, 1996

                                                                                 BENHAM                                BENHAM
                                                                           SHORT-TERM TREASURY  BENHAM TREASURY  LONG-TERM TREASURY
                                                                             AND AGENCY FUND       NOTE FUND       AND AGENCY FUND
                                                                               ----------          --------          ----------
ASSETS
<S>                                                                          <C>                 <C>               <C>
Investment securities at value (cost of $34,855,153, $306,210,734,
   and $108,496,602, respectively).......................................    $34,670,156         306,236,678       108,726,780
Cash.....................................................................         63,831                   0           232,140
Interest receivable......................................................        792,755           5,331,150         1,417,549
Receivable for fund shares sold..........................................        171,409              67,082           526,304
Prepaid expenses and other assets........................................          7,563               5,391             7,269
                                                                             -----------         -----------        ----------
   Total assets..........................................................     35,705,714         311,640,301       110,910,042
                                                                             -----------         -----------        ----------
LIABILITIES
Payable for fund shares redeemed.........................................          1,000              69,314               950
Dividends payable........................................................         36,589             318,518            84,671
Payable to affiliates (Note 2)...........................................         17,812             138,670            53,907
Accrued expenses and other liabilities...................................          2,141              93,885            29,606
                                                                             -----------         -----------        ----------
   Total liabilities.....................................................         57,542             620,387           169,134
                                                                             -----------         -----------        ----------
NET ASSETS...............................................................    $35,648,172         311,019,914       110,740,908
                                                                             ===========         ===========        ==========
Net assets consist of:
   Capital paid in.......................................................    $35,523,872         318,511,986       111,489,464
   Undistributed accumulated net realized gain (loss) on investments.....        309,297          (7,516,953)         (978,734)
   Distributions in excess of net investment income......................              0              (1,063)                0
   Net unrealized appreciation (depreciation) on investments (Note 4)....       (184,997)             25,944           230,178
                                                                             -----------         -----------        ----------
Net assets...............................................................    $35,648,172         311,019,914       110,740,908
                                                                             ===========         ===========        ==========
Shares of beneficial interest outstanding (unlimited number of shares 
   authorized)...........................................................      3,624,308          30,370,621        11,450,121
                                                                             ===========         ===========        ==========
Net asset value, offering price and redemption price per share...........          $9.84               10.24              9.67
                                                                                   =====               =====              ====
- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       25


<TABLE>
<CAPTION>
                                                        STATEMENTS OF OPERATIONS
                                                   For the Year Ended March 31, 1996

                                                                                 BENHAM                                BENHAM
                                                                           SHORT-TERM TREASURY  BENHAM TREASURY  LONG-TERM TREASURY
                                                                             AND AGENCY FUND       NOTE FUND       AND AGENCY FUND
                                                                               ----------          --------          ----------
INVESTMENT INCOME
<S>                                                                           <C>                 <C>                <C>      
   Interest income.......................................................     $2,491,421          19,193,382         4,814,158
                                                                             -----------         -----------        ----------
EXPENSES (NOTE 2)
   Investment advisory fees..............................................        114,253             867,876           200,023
   Transfer agency fees..................................................         44,415             283,949           120,818
   Administrative fees...................................................         39,657             301,079            69,302
   Printing and postage..................................................          9,443              76,595            17,173
   Custodian fees........................................................         14,369              43,137            21,895
   Auditing and legal fees...............................................          6,595              16,592             7,445
   Registration and filing fees..........................................         22,364              18,704            51,182
   Directors' fees and expenses..........................................          6,349               9,783             6,751
   Organization costs....................................................          4,362                   0             4,362
   Other operating expenses..............................................          9,544              30,732            12,486
                                                                             -----------         -----------        ----------
     Total expenses......................................................        271,351           1,648,447           511,437
Amount (reimbursed) recovered (Note 2)...................................          4,468                   0           (25,358)
Custodian earnings credits (Note 5)......................................         (8,361)            (27,767)          (15,471)
                                                                             -----------         -----------        ----------
   Net expenses..........................................................        267,458           1,620,680           470,608
                                                                             -----------         -----------        ----------
     Net investment income...............................................      2,223,963          17,572,702         4,343,550
                                                                             -----------         -----------        ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 4)
Net realized gain
   Proceeds from sales...................................................    102,166,631         478,208,476        79,809,982
   Cost of securities sold...............................................    101,322,831         472,100,478        78,225,234
                                                                             -----------         -----------        ----------
     Net realized gain...................................................        843,800           6,107,998         1,584,748
                                                                             -----------         -----------        ----------
Unrealized appreciation (depreciation) of investments:
   Beginning of year.....................................................        (86,663)         (1,259,547)          683,971
   End of year...........................................................       (184,997)             25,944           230,178
                                                                             -----------         -----------        ----------
     Net unrealized appreciation (depreciation) for the period...........        (98,334)          1,285,491          (453,793)
                                                                             -----------         -----------        ----------
     Net realized and unrealized gain on investments.....................        745,466           7,393,489         1,130,955
                                                                             -----------         -----------        ----------
Net increase in assets resulting from operations.........................     $2,969,429          24,966,191         5,474,505
                                                                             ===========         ===========        ==========
- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       26


<TABLE>
<CAPTION>
                                                         STATEMENTS OF CHANGES IN NET ASSETS
                                                    For the Years Ended March 31, 1996 and 1995

                                                              Benham                                                  Benham
                                                        Short-Term Treasury           Benham Treasury           Long-Term Treasury
                                                         and Agency Fund                 Note Fund                and Agency Fund
                                                        ------------------          ------------------          ------------------
                                                        1996          1995         1996          1995          1996          1995
                                                      --------      --------     --------      --------      --------      --------
FROM INVESTMENT ACTIVITIES:
<S>                                                  <C>            <C>          <C>           <C>            <C>         <C>      
  Net investment income............................. $ 2,223,963    1,640,446    17,572,702    16,996,940     4,343,550   1,694,571
  Net realized gain (loss) on investments...........     843,800     (489,491)    6,107,998    (9,511,397)    1,584,748  (2,211,504)
  Net change in unrealized appreciation of investments   (98,334)     252,606     1,285,491     2,734,208      (453,793)  1,667,570
                                                     -----------  -----------   -----------  ------------   ----------- -----------
    Change in net assets derived from investment 
       activities...................................   2,969,429    1,403,561    24,966,191    10,219,751     5,474,505   1,150,637
                                                     -----------  -----------   -----------  ------------   ----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
  Net investment income.............................  (2,223,963)  (1,640,446)  (17,574,013)  (17,002,369)   (4,343,550) (1,694,571)
  Distributions in excess of net investment income..           0            0        (1,063)            0             0           0
                                                     -----------  -----------   -----------  ------------   ----------- -----------
    Total distributions to shareholders.............  (2,223,963)  (1,640,446)  (17,575,076)  (17,002,369)   (4,343,550) (1,694,571)
                                                     -----------  -----------   -----------  ------------   ----------- -----------
FROM CAPITAL SHARE TRANSACTIONS (NOTE 3):
  Proceeds from sales of shares.....................  24,141,147   53,981,369    88,990,754   104,968,795   132,086,594  49,760,531
  Net asset value of dividends reinvested...........   1,812,665    1,211,331    14,503,565    13,972,674     3,753,001   1,210,997
  Cost of shares redeemed........................... (47,141,302) (23,794,262) (105,218,219) (158,175,579)  (61,135,165)(33,525,316)
                                                     -----------  -----------   -----------  ------------   ----------- -----------
    Change in net assets derived from
      capital share transactions.................... (21,187,490)  31,398,438    (1,723,900)  (39,234,110)   74,704,430  17,446,212
                                                     -----------  -----------   -----------  ------------   ----------- -----------
      Net increase (decrease) in net assets......... (20,442,024)  31,161,553     5,667,215   (46,016,728)   75,835,385  16,902,278

NET ASSETS:
  Beginning of year.................................  56,090,196   24,928,643   305,352,699   351,369,427    34,905,523  18,003,245
                                                     -----------  -----------   -----------  ------------   ----------- -----------
  End of year....................................... $35,648,172   56,090,196   311,019,914   305,352,699   110,740,908  34,905,523
                                                     ===========  ===========   ===========  ============   =========== ===========
- -------------------
See the accompanying notes to financial statements.
</TABLE>

                                       27


NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996

(1)   SIGNIFICANT ACCOUNTING POLICIES

Benham Government Income Trust (BGIT) is registered under the Investment Company
Act of 1940 as an open-end management investment company. Benham Short-Term
Treasury and Agency Fund (Short-Term Fund), Benham Treasury Note Fund (Treasury
Note Fund), and Benham Long-Term Treasury and Agency Fund (Long-Term Fund) (the
Funds) are three of the six funds composing BGIT. The Short-Term Fund invests
exclusively in securities issued or guaranteed by the U.S. Treasury and agencies
and instrumentalities of the U.S. government. Treasury Note Fund invests
exclusively in U.S. Treasury securities and primarily in U.S. Treasury notes.
The Long-Term Fund invests exclusively in securities issued or guaranteed by the
U.S. Treasury and agencies and instrumentalities of the U.S. government.
Significant accounting policies followed by the Funds are summarized below.

VALUATION OF INVESTMENT SECURITIES--Securities held by the Funds are valued at
current market value as provided by an independent pricing service or broker
quotations. Securities for which market quotations are not readily available are
stated at fair value following procedures approved by the Board of Trustees.
Securities transactions are recorded on the date the order to buy or sell is
executed. Realized gains and losses on securities transactions are determined on
the basis of identified cost.

INCOME TAXES--Each Fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. By complying with the
provisions of Subchapter M, each Fund will not be subject to federal or state
income or franchise taxes to the extent that it distributes net investment
income and net realized capital gains. Accordingly, no provision for income
taxes has been made.

Due to the timing of dividend distributions and the differences in accounting
for gains and losses for financial statement and federal income tax purposes,
the fiscal year in which amounts are distributed may differ from the year in
which the income and realized gains (losses) were recorded by each Fund. The
differences between the income and capital gains distributed on a book versus
tax basis are shown as excess distributions of income and realized capital gains
in the accompanying Statements of Changes in Net Assets and Financial
Highlights.


                                       28


As of March 31, 1996, Treasury Note Fund and the Long-Term Fund had capital loss
carryovers of $7,505,846 and $857,191, respectively. If not fully offset against
realized capital gains within eight years of the fiscal year-end the capital
loss was realized, the capital loss carryover will expire. All capital loss
carryovers will expire on March 31, 2003. A fund will not make capital gain
distributions until all of its loss carryovers have been offset or have expired.

SHARE VALUATION--Each Fund's net asset value per share is computed each business
day by dividing the value of the Fund's total assets, less its liabilities, by
the total number of shares outstanding at the beginning of each business day.
The Funds' net asset values fluctuate daily in response to changes in the market
value of their investments.

DIVIDENDS AND OTHER DISTRIBUTIONS--The Funds' dividends are declared daily,
accrued throughout the month, and distributed on the last business day of the
month. Net capital gains, if any, are declared and paid once a year. Dividends
are paid in cash or reinvested as additional shares.

INVESTMENT INCOME, PREMIUM, AND DISCOUNT--Interest income and expenses are
accrued daily. For notes and bonds, discounts are accrued to maturity on a
straight-line basis (except zero-coupon securities, which are amortized using
the effective interest rate method), and premiums are amortized using the
effective interest rate method.

USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increase and decrease in net assets from
operations during the period. Actual results could differ from those estimates.

(2)   INVESTMENT ADVISORY FEES AND OTHER
      TRANSACTIONS WITH AFFILIATES

Benham Management Corporation (BMC) is a wholly owned subsidiary of Twentieth
Century Companies, Inc. (TCC). BMC's former parent company, Benham Management
International, Inc., merged into TCC on June 1, 1995. Each Fund pays Benham
Management Corporation (BMC) a monthly investment advisory fee based on its pro
rata share of the dollar amount derived from applying BGIT's average daily net
assets to the following annualized investment advisory fee rate schedule.


                                       29


             .50% of the first $100 million      
             .45% of the next $100 million       
             .40% of the next $100 million       
             .35% of the next $100 million       
             .30% of the next $100 million       
             .25% of the next $1 billion         
             .24% of the next $1 billion         
             .23% of the next $1 billion         
             .22% of the next $1 billion         
             .21% of the next $1 billion         
             .20% of the next $1 billion         
             .19% of net assets over $6.5 billion
             
BMC provides BGIT with all investment advice. Twentieth Century Services, Inc.
pays all compensation of BGIT officers and trustees who are officers or
directors of TCC or any of its subsidiaries. In addition, promotion and
distribution expenses are paid by BMC.

BGIT has an Administrative Services and Transfer Agency Agreement with Benham
Financial Services, Inc. (BFS), a wholly owned subsidiary of TCC. Under the
agreement, BFS provides substantially all administrative and transfer agency
services necessary to operate each Fund of BGIT. Fees for these services are
based on transaction volume, number of accounts and average net assets of all
funds in The Benham Group.

BGIT has an additional agreement with BMC pursuant to which BMC established a
contractual expense guarantee that limits each Fund's expenses (excluding
extraordinary expenses such as brokerage commissions and taxes and the impact of
custodian earnings credits) to an annual rate of .65% (.66% prior to June 1,
1995) of average daily net assets. The agreement provides further that BMC may
recover amounts (representing expenses in excess of the Fund's expense guarantee
rate) absorbed during the preceding 11 months, if, and to the extent that, for
any given month, the Fund's expenses are less than the expense guarantee rate in
effect at that time. The expense guarantee rate is renewed annually in June.

The payables to affiliates as of March 31, 1996, based on the above agreements
were as follows:

                                     BENHAM                        BENHAM
                                   SHORT-TERM       BENHAM       LONG-TERM
                                  TREASURY AND  TREASURY NOTE  TREASURY AND
                                  AGENCY FUND        FUND        AGENCY FUND
                                  -------------  -------------  -------------

Investment Advisor..............    $  9,356       73,392          17,692
Administrative Services.........       2,910       25,347           8,728
Transfer Agent..................       5,546       39,931          27,487
                                     -------      -------         -------
                                     $17,812      138,670          53,907
                                     =======      =======         =======


                                       30


BGIT has a distribution agreement with Benham Distributors, Inc. (BDI), which is
responsible for promoting sales of and distributing the Funds' shares. BDI is a
wholly owned subsidiary of TCC.

(3)   SHARE TRANSACTIONS

Share transactions for the years ended March 31, 1996, and 1995, were as
follows:

<TABLE>
<CAPTION>
                        BENHAM                  BENHAM                  BENHAM
                  SHORT-TERM TREASURY        TREASURY NOTE        LONG-TERM TREASURY
                    AND AGENCY FUND              FUND               AND AGENCY FUND
                      -----------             ------------             -----------
                    1996        1995        1996        1995         1996        1995
                    -----       -----       -----      ------        -----       -----

<S>              <C>         <C>         <C>         <C>          <C>          <C>      
Shares sold..... 2,445,501   5,562,659   8,615,958   10,553,490   13,328,034   5,597,129
Reinvestment
  of dividends..   183,661     124,794   1,406,699    1,404,605      374,702     136,146
                 ---------   ---------   ---------   ----------    ---------   ---------
                 2,629,162   5,687,453  10,022,657   11,958,095   13,702,736   5,733,275
Less shares
  redeemed......(4,770,075) (2,449,358)(10,209,066) (15,910,373)  (6,109,519) (3,796,301)
                 ---------   ---------  ----------    ---------    ---------   ---------
Net increase
  (decrease) in
  shares........(2,140,913)  3,238,095    (186,409)  (3,952,278)   7,593,217   1,936,974
                 =========   =========   =========    =========    =========   =========
</TABLE>

(4)   INVESTMENT TRANSACTIONS

Investment transactions, excluding short-term securities, for the year ended
March 31, 1996, were as follows:

                                        BENHAM                      BENHAM
                                      SHORT-TERM       BENHAM     LONG-TERM
                                     TREASURY AND  TREASURY NOTE TREASURY AND
                                      AGENCY FUND       FUND      AGENCY FUND
                                       --------       --------      -------

Purchases..........................   $81,134,211   476,194,126   153,921,164
                                       ==========    ==========     =========
Sales Proceeds.....................   $92,590,149   478,208,476    79,809,982
                                       ==========    ==========     =========

At March 31, 1996, the composition of unrealized appreciation (depreciation)
based on the aggregate cost of investments for federal income tax purposes was
as follows:

                                        BENHAM                      BENHAM
                                      SHORT-TERM       BENHAM     LONG-TERM
                                     TREASURY AND  TREASURY NOTE TREASURY AND
                                      AGENCY FUND       FUND      AGENCY FUND
                                       --------       --------      -------

Appreciated securities..............  $   22,166     2,892,331    1,626,907
Depreciated securities..............    (207,163)   (2,866,387)  (1,396,729)
                                       ---------     ---------    ---------
Net unrealized appreciation
  (depreciation)....................   $(184,997)       25,944      230,178
                                       =========     =========    =========

As of March 31, 1996, the cost of investment securities for the Short-Term
Treasury and Agency Fund for financial reporting and federal income tax purposes
was the same. For Treasury Note Fund and Long-


                                       31


Term Treasury and Agency Fund, the cost of investment securities for federal
income tax purposes was $306,221,841 and $108,618,150, respectively. Gross
unrealized appreciation and depreciation of investments, based on this cost,
were:
                                                                  BENHAM
                                                      BENHAM     LONG-TERM
                                                  TREASURY NOTE TREASURY AND
                                                       FUND      AGENCY FUND
                                                     --------     --------

Appreciated securities........................     $ 2,881,224    1,626,907
Depreciated securities........................      (2,866,387)  (1,518,277)
                                                    ----------    ---------
Net unrealized appreciation...................   $      14,837      108,630
                                                    ==========    =========

(5)   EXPENSE OFFSET ARRANGEMENTS

Each Fund's Statement of Operations reflects custodian earnings credits. These
amounts are used to offset the custody fees payable by the Funds to the
custodian bank. The credits are earned when the Fund maintains a balance of
uninvested cash at the custodian bank. Beginning with the year ending March 31,
1996, the ratios of expenses to average daily net assets shown in the Financial
Highlights are calculated as if these credits had not been earned.


                                       32


<TABLE>
<CAPTION>
                                                  BENHAM SHORT-TERM TREASURY AND AGENCY FUND
                                                       SCHEDULE OF INVESTMENT SECURITIES
                                                                  March 31, 1996

                                                                                      YIELD TO      FACE               PERCENT OF
                                                                                      MATURITY     AMOUNT      VALUE   NET ASSETS
                                                                                      --------     ------      -----   ----------
<S>                                                                                    <C>     <C>           <C>          <C>   
U.S. TREASURY NOTES
7.500% due 01/31/97................................................................    5.43%   $ 4,100,000   4,167,773    11.69%
6.875% due 03/31/97................................................................    5.46      2,500,000   2,533,975     7.11
6.500% due 04/30/97................................................................    5.54      7,835,000   7,912,332    22.20
6.125% due 05/15/98................................................................    5.80      9,020,000   9,077,006    25.46
0.500% due 11/15/98................................................................    5.91      5,000,000   4,950,450    13.89
6.750% due 05/31/99................................................................    5.98      5,900,000   6,028,620    16.91
                                                                                                ----------  ----------   ------
   TOTAL INVESTMENT SECURITIES (COST $34,855,153)..........................................    $34,355,000  34,670,156    97.26
                                                                                                ==========  ----------   ------
Other assets less liabilities..............................................................                    978,016     2.74
                                                                                                            ----------   ------
Net assets.................................................................................                $35,648,172   100.00%
                                                                                                            ==========   ======

- -------------------
See the accompanying notes to financial statements
</TABLE>


                                       33


<TABLE>
<CAPTION>
                                                  BENHAM TREASURY NOTE FUND
                                              SCHEDULE OF INVESTMENT SECURITIES
                                                        March 31, 1996
                                                                                     YIELD TO      FACE                 PERCENT OF
                                                                                     MATURITY     AMOUNT       VALUE    NET ASSETS
                                                                                     --------     ------       -----    ----------
<S>                                                                                    <C>     <C>           <C>           <C>   
U.S. TREASURY NOTES
7.250% due 11/15/96................................................................    5.34%   $29,840,000   30,181,370    9.70%
5.375% due 11/30/97................................................................    5.74     32,000,000   31,814,400   10.23
8.125% due 02/15/98................................................................    5.78     35,000,000   36,432,900   11.71
6.750% due 05/31/99................................................................    5.98     46,265,000   47,273,577   15.20
7.750% due 11/30/99................................................................    6.05     30,500,000   32,177,195   10.35
5.875% due 06/30/00................................................................    6.10     45,490,000   45,106,974   14.50
5.750% due 10/31/00................................................................    6.12     20,375,000   20,076,302    6.46
7.875% due 08/15/01................................................................    6.16     24,600,000   26,502,072    8.52
6.250% due 02/15/03................................................................    6.29     26,400,000   26,339,280    8.47
                                                                                               -----------   ----------  ------
   TOTAL U.S. TREASURY NOTES (COST $296,537,456)............................................   290,470,000  295,904,070   95.14
                                                                                               -----------   ----------  ------
U.S. TREASURY BOND
12.000% due 08/15/13, Callable 08/15/08............................................    6.66      7,150,000   10,332,608    3.32
                                                                                               -----------   ----------  ------
   TOTAL U.S. TREASURY BONDS (COST $9,673,278)..............................................     7,150,000   10,332,608    3.32
                                                                                               -----------   ----------  ------
   TOTAL INVESTMENT SECURITIES (COST $306,210,734)..........................................  $297,620,000  306,236,678   98.46
                                                                                               ===========   ----------  ------
Other assets less liabilities...............................................................                  4,783,236    1.54
                                                                                                             ----------  ------
Net assets..................................................................................               $311,019,914  100.00%
                                                                                                             ==========  ======

- -------------------
See the accompanying notes to financial statements.
</TABLE>


                                       34



<TABLE>
<CAPTION>
                                                  BENHAM LONG-TERM TREASURY AND AGENCY FUND
                                                       SCHEDULE OF INVESTMENT SECURITIES
                                                                March 31, 1996
                                                                                     YIELD TO      FACE                  PERCENT OF
                                                                                     MATURITY     AMOUNT       VALUE     NET ASSETS
                                                                                     --------     ------       -----     ----------
<S>                                                                                    <C>     <C>           <C>           <C>   
U.S. TREASURY BONDS
   12.000% due 08/15/13, Callable 08/15/08.........................................    6.66%   $11,700,000   16,907,904    15.27%
   11.250% due 02/15/15............................................................    6.79      2,000,000    2,940,760     2.66
   9.875% due 11/15/15.............................................................    6.82      5,000,000    6,638,200     5.99
   8.750% due 05/15/17.............................................................    6.86     13,000,000   15,718,170    14.19
   8.875% due 02/15/19.............................................................    6.87      9,000,000   11,064,960     9.99
   8.125% due 08/15/19.............................................................    6.87     11,800,000   13,509,466    12.20
   8.750% due 08/15/20.............................................................    6.88     20,000,000   24,387,600    22.02
   7.125% due 02/15/23.............................................................    6.87      9,500,000    9,794,120     8.85
   6.000% due 02/15/26.............................................................    6.67      8,500,000    7,765,600     7.01
                                                                                                ----------   ----------   ------
   TOTAL INVESTMENT SECURITIES (COST $108,496,602)..........................................   $90,500,000  108,726,780    98.18
                                                                                                ==========   ----------   ------
Other assets less liabilities...............................................................                  2,014,128     1.82
                                                                                                             ----------   ------
Net assets..................................................................................               $110,740,908   100.00%
                                                                                                             ==========   ======
- -------------------
See the accompanying notes to financial statements.

</TABLE>


                                       35


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                                       36


TRUSTEES

James M. Benham
Albert A. Eisenstat
Ronald J. Gilson
Myron S. Scholes
Kenneth E. Scott
Ezra Solomon
Isaac Stein
James E. Stowers, III
Jeanne D. Wohlers

OFFICERS

James M. Benham
Chairman of the Board

Maryanne Roepke
Treasurer and Chief Financial Officer

Douglas A. Paul
Vice President, Secretary
and General Counsel

Ann N. McCoid
Controller


[company logo] The Benham Group
Part of the Twentieth Century Family of Mutual Funds

     1665 Charleston Road
     Mountain View, CA 94043
     
     1-800-321-8321

     Not authorized for distribution unless preceded or 
     accompanied by a current fund prospectus

     Benham Distributors, Inc.               5/96  Q066



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